WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
 Depositor


and


WACHOVIA BANK, NATIONAL ASSOCIATION
 Master Servicer


and


ALLIED CAPITAL CORPORATION
 Special Servicer


and


WELLS FARGO BANK, N.A.
 Trustee


POOLING AND SERVICING AGREEMENT


Dated as of March 1, 2005







$2,723,531,639


Commercial Mortgage Pass-Through Certificates


Series 2005-C17







TABLE OF CONTENTS

	
   
 	
   
 	
   
 	
  
Page
  
	
   
 	
   
 	
   
 	
  


  
	
  ARTICLE I
  	
  
DEFINITIONS
  	
  
4
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 1.01.
  	
   
 	
  
Defined Terms.
  	
  
4
  
	
   
 	
   
 	
   
 	
   
 
	
  
ARTICLE II
  	
  
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;   ORIGINAL ISSUANCE OF CERTIFICATES
  	
  
78
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 2.01.
  	
   
 	
  
Conveyance of Mortgage Loans.
  	
  
78
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 2.02.
  	
   
 	
  
Acceptance of the Trust Fund by Trustee.
  	
  
81
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 2.03.
  	
   
 	
  
Mortgage Loan Seller’s Repurchase or Substitution of Mortgage Loans   for Document Defects and Breaches of Representations and Warranties.
  	
  
84
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 2.04.
  	
   
 	
  
Representations and Warranties of Depositor.
  	
  
89
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 2.05.
  	
   
 	
  
Conveyance of Mortgage Loans; Acceptance of REMIC I and Grantor Trust   by Trustee.
  	
  
90
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 2.06.
  	
   
 	
  
Reserved.
  	
  
91
  
	
  
 	
   
 	
   
 	
   
 
	
  
           Section 2.07.
  	
   
 	
  
Reserved.
  	
  
91
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 2.08.
  	
   
 	
  
Issuance of the REMIC I Regular Interests; Execution, Authentication   and Delivery of Class R-I Certificates.
  	
  
91
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 2.09.
  	
   
 	
  
Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by   Trustee.
  	
  
91
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 2.10.
  	
   
 	
  
Execution, Authentication and Delivery of REMIC II Certificates.
  	
  
91
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 2.11.
  	
   
 	
  
Execution, Authentication and Delivery of Class Z Certificates.
  	
  
91
  
	
   
 	
   
 	
   
 	
   
 
	
  ARTICLE III
  	
  
ADMINISTRATION AND SERVICING OF THE TRUST FUND
  	
  
92
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.01.
  	
   
 	
  
Administration of the Mortgage Loans.
  	
  
92
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.02.
  	
   
 	
  
Collection of Mortgage Loan Payments.
  	
  
93
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.03.
  	
   
 	
  
Collection of Taxes, Assessments and Similar Items; Servicing   Accounts; Reserve Accounts.
  	
  
95
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 3.04.
  	
   
 	
  
Certificate Account, Interest Reserve Account, Gain-on-Sale Reserve   Account, Additional Interest Account, Distribution Account and Companion   Distribution Account.
  	
  
99
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.05.
  	
   
 	
  
Permitted Withdrawals from the Certificate Account, Interest Reserve   Account, Additional Interest Account, Gain-on-Sale Reserve Account and   Companion Distribution Account.
  	
  
104
  




- i -







TABLE OF CONTENTS
 (continued)

	
   
 	
   
 	
   
 	
  
Page
  
	
   
 	
   
 	
   
 	
  


  
	
             Section 3.06.
  	
   
 	
  
Investment of Funds in Servicing Accounts, Reserve Accounts,   Certificate Account, Interest Reserve Account, Distribution Account,   Companion Distribution Account, Additional Interest Account, Gain on Sale   Reserve Account and REO Account.
  	
  
111
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.07.
  	
   
 	
  
Maintenance of Insurance Policies; Errors and Omissions and Fidelity   Coverage.
  	
  
113
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.08.
  	
   
 	
  
Enforcement of Alienation Clauses.
  	
  
116
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 3.09.
  	
   
 	
  
Realization Upon Defaulted Mortgage Loans; Required Appraisals.
  	
  
119
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.10.
  	
   
 	
  
Trustee and Custodian to Cooperate; Release of Mortgage Files.
  	
  
123
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.11.
  	
   
 	
  
Servicing Compensation.
  	
  
124
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 3.12.
  	
   
 	
  
Property Inspections; Collection of Financial Statements; Delivery of   Certain Reports.
  	
  
129
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.13.
  	
   
 	
  
Annual Statement as to Compliance.
  	
  
132
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.14.
  	
   
 	
  
Reports by Independent Public Accountants.
  	
  
132
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.15.
  	
   
 	
  
Access to Certain Information.
  	
  
133
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 3.16.
  	
   
 	
  
Title to REO Property; REO Account.
  	
  
137
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.17.
  	
   
 	
  
Management of REO Property.
  	
  
138
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.18.
  	
   
 	
  
Resolution of Defaulted Mortgage Loans and REO Properties.
  	
  
142
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 3.19.
  	
   
 	
  
Additional Obligations of Master Servicer and Special Servicer.
  	
  
146
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.20.
  	
   
 	
  
Modifications, Waivers, Amendments and Consents.
  	
  
147
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.21.
  	
   
 	
  
Transfer of Servicing Between Master Servicer and Special Servicer;   Record Keeping.
  	
  
154
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.22.
  	
   
 	
  
Sub-Servicing Agreements.
  	
  
157
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 3.23.
  	
   
 	
  
Representations and Warranties of Master Servicer and Special   Servicer.
  	
  
160
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.24.
  	
   
 	
  
Sub-Servicing Agreement Representation and Warranty.
  	
  
163
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.25.
  	
   
 	
  
Designation of Controlling Class Representative.
  	
  
163
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 3.26.
  	
   
 	
  
Companion Paying Agent.
  	
  
165
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 3.27.
  	
   
 	
  
Companion Register.
  	
  
165
  




- ii -







TABLE OF CONTENTS
 (continued)

	
   
 	
   
 	
   
 	
  
Page
  
	
   
 	
   
 	
   
 	
  


  
	
   
 	
   
 	
   
 	
   
 
	
  ARTICLE IV
  	
  
DISTRIBUTIONS TO CERTIFICATEHOLDERS
  	
  
166
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 4.01.
  	
   
 	
  
Distributions.
  	
  
166
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 4.02.
  	
   
 	
  
Statements to Certificateholders; CMSA Loan Periodic Update File.
  	
  
182
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 4.03.
  	
   
 	
  
P&I Advances.
  	
  
187
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 4.04.
  	
   
 	
  
Allocation of Realized Losses and Additional Trust Fund Expenses;   Allocation of Certificate Deferred Interest; Allocation of Appraisal   Reduction Amounts.
  	
  
190
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 4.05.
  	
   
 	
  
Calculations.
  	
  
194
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 4.06.
  	
   
 	
  
Use of Agents.
  	
  
194
  
	
   
 	
   
 	
   
 	
   
 
	
  ARTICLE V
  	
  
THE CERTIFICATES
  	
  
194
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 5.01.
  	
   
 	
  
The Certificates.
  	
  
194
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 5.02.
  	
   
 	
  
Registration of Transfer and Exchange of Certificates.
  	
  
195
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 5.03.
  	
   
 	
  
Book-Entry Certificates.
  	
  
200
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 5.04.
  	
   
 	
  
Mutilated, Destroyed, Lost or Stolen Certificates.
  	
  
202
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 5.05.
  	
   
 	
  
Persons Deemed Owners.
  	
  
202
  
	
   
 	
   
 	
   
 	
   
 
	
  
ARTICLE VI
  	
  
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER AND THE   CONTROLLING CLASS REPRESENTATIVE
  	
  
202
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 6.01.
  	
   
 	
  
Liability of Depositor, Master Servicer and Special Servicer.
  	
  
202
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 6.02.
  	
   
 	
  
Merger, Consolidation or Conversion of Depositor or Master Servicer   or Special Servicer.
  	
  
203
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 6.03.
  	
   
 	
  
Limitation on Liability of Depositor, Master Servicer and Special   Servicer.
  	
  
203
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 6.04.
  	
   
 	
  
Resignation of Master Servicer and the Special Servicer.
  	
  
204
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 6.05.
  	
   
 	
  
Rights of Depositor and Trustee in Respect of Master Servicer and the   Special Servicer.
  	
  
205
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 6.06.
  	
   
 	
  
Depositor, Master Servicer and Special Servicer to Cooperate with   Trustee.
  	
  
205
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 6.07.
  	
   
 	
  
Depositor, Special Servicer, Trustee and the Paying Agent to   Cooperate with Master Servicer.
  	
  
206
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 6.08.
  	
   
 	
  
Depositor, Master Servicer and Trustee to Cooperate with Special   Servicer.
  	
  
206
  




- iii -







TABLE OF CONTENTS
 (continued)

	
   
 	
   
 	
   
 	
  
Page
  
	
   
 	
   
 	
   
 	
  


  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 6.09.
  	
   
 	
  
Designation of Special Servicer by the Controlling Class and   Controlling Holders.
  	
  
206
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 6.10.
  	
   
 	
  
Master Servicer or Special Servicer as Owner of a Certificate.
  	
  
207
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 6.11.
  	
   
 	
  
The Controlling Class Representative.
  	
  
208
  
	
   
 	
   
 	
   
 	
   
 
	
  
ARTICLE VII
  	
  
DEFAULT
  	
  
211
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 7.01.
  	
   
 	
  
Events of Default.
  	
  
211
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 7.02.
  	
   
 	
  
Trustee to Act; Appointment of Successor.
  	
  
216
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 7.03.
  	
   
 	
  
Notification to Certificateholders.
  	
  
217
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 7.04.
  	
   
 	
  
Waiver of Events of Default.
  	
  
217
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 7.05.
  	
   
 	
  
Additional Remedies of Trustee Upon Event of Default.
  	
  
218
  
	
   
 	
   
 	
   
 	
   
 
	
  
ARTICLE VIII
  	
  
CONCERNING THE TRUSTEE
  	
  
218
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 8.01.
  	
   
 	
  
Duties of Trustee.
  	
  
218
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 8.02.
  	
   
 	
  
Certain Matters Affecting Trustee.
  	
  
219
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 8.03.
  	
   
 	
  
Trustee Not Liable for Validity or Sufficiency of Certificates or   Mortgage Loans.
  	
  
221
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 8.04.
  	
   
 	
  
Trustee May Own Certificates.
  	
  
221
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 8.05.
  	
   
 	
  
Fees and Expenses of Trustee; Indemnification of Trustee.
  	
  
221
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 8.06.
  	
   
 	
  
Eligibility Requirements for Trustee.
  	
  
222
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 8.07.
  	
   
 	
  
Resignation and Removal of Trustee.
  	
  
223
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 8.08.
  	
   
 	
  
Successor Trustee.
  	
  
224
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 8.09.
  	
   
 	
  
Merger or Consolidation of Trustee.
  	
  
224
  
	
   
 	
   
 	
   
 	
   
 
	
              Section 8.10.
  	
   
 	
  
Appointment of Co-Trustee or Separate Trustee.
  	
  
225
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 8.11.
  	
   
 	
  
Appointment of Custodians.
  	
  
226
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 8.12.
  	
   
 	
  
Appointment of Authenticating Agents.
  	
  
226
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 8.13.
  	
   
 	
  
Access to Certain Information.
  	
  
227
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 8.14.
  	
   
 	
  
Appointment of REMIC Administrators.
  	
  
228
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 8.15.
  	
   
 	
  
Representations, Warranties and Covenants of Trustee.
  	
  
229
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 8.16.
  	
   
 	
  
Appointment of the Paying Agent.
  	
  
230
  
	
   
 	
   
 	
   
 	
   
 
	
             Section 8.17.
  	
   
 	
  
Reports to the Securities and Exchange Commission; Available   Information.
  	
  
231
  




- iv -







TABLE OF CONTENTS
 (continued)

	
   
 	
   
 	
   
 	
  
Page
  
	
   
 	
   
 	
   
 	
  


  
	
  
           Section 8.18.
  	
   
 	
  
Maintenance of Mortgage File.
  	
  
234
  
	
   
 	
   
 	
   
 	
   
 
	
  ARTICLE IX
  	
  
TERMINATION
  	
  
234
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 9.01.
  	
   
 	
  
Termination Upon Repurchase or Liquidation of All Mortgage Loans.
  	
  
234
  
	
   
 	
   
 	
   
 	
   
 
	
  
           Section 9.02.
  	
   
 	
  
Additional Termination Requirements.
  	
  
237
  
	
   
 	
   
 	
   
 	
   
 
	
  
ARTICLE X
  	
  
ADDITIONAL TAX PROVISIONS
  	
  
238
  
	
   
 	
   
 	
   
 	
   
 
	
           Section 10.01.
  	
   
 	
  
REMIC Administration.
  	
  
238
  
	
   
 	
   
 	
   
 	
   
 
	
  
         Section 10.02.
  	
   
 	
  
Grantor Trust Administration.
  	
  
242
  
	
   
 	
   
 	
   
 	
   
 
	
  
ARTICLE XI
  	
  
MISCELLANEOUS PROVISIONS
  	
  
244
  
	
   
 	
   
 	
   
 	
   
 
	
  
         Section 11.01.
  	
   
 	
  
Amendment.
  	
  
244
  
	
   
 	
   
 	
   
 	
   
 
	
           Section 11.02.
  	
   
 	
  
Recordation of Agreement; Counterparts.
  	
  
246
  
	
   
 	
   
 	
   
 	
   
 
	
  
         Section 11.03.
  	
   
 	
  
Limitation on Rights of Certificateholders.
  	
  
246
  
	
   
 	
   
 	
   
 	
   
 
	
  
         Section 11.04.
  	
   
 	
  
Governing Law.
  	
  
247
  
	
   
 	
   
 	
   
 	
   
 
	
           Section 11.05.
  	
   
 	
  
Notices.
  	
  
247
  
	
   
 	
   
 	
   
 	
   
 
	
  
         Section 11.06.
  	
   
 	
  
Severability of Provisions.
  	
  
248
  
	
   
 	
   
 	
   
 	
   
 
	
  
         Section 11.07.
  	
   
 	
  
Grant of a Security Interest.
  	
  
248
  
	
   
 	
   
 	
   
 	
   
 
	
  
         Section 11.08.
  	
   
 	
  
Streit Act.
  	
  
248
  
	
   
 	
   
 	
   
 	
   
 
	
           Section 11.09.
  	
   
 	
  
Successors and Assigns; Beneficiaries.
  	
  
249
  
	
   
 	
   
 	
   
 	
   
 
	
  
         Section 11.10.
  	
   
 	
  
Article and Section Headings.
  	
  
249
  
	
   
 	
   
 	
   
 	
   
 
	
  
         Section 11.11.
  	
   
 	
  
Notices to Rating Agencies.
  	
  
249
  
	
   
 	
   
 	
   
 	
   
 
	
           Section 11.12.
  	
   
 	
  
Complete Agreement.
  	
  
250
  




- v -







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-PB Certificate
  	
   
 	
  
A-4
  	
   
 	
  
Section 1.01 Definition of “Class A-PB Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Form of Class A-4 Certificate
  	
   
 	
  
A-5
  	
   
 	
  
Section 1.01 Definition of “Class A-4 Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class A-1A Certificate
  	
   
 	
  
A-6
  	
   
 	
  
Section 1.01 Definition of “Class A-1A Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class A-J Certificate
  	
   
 	
  
A-7
  	
   
 	
  
Section 1.01 Definition of “Class A-J Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Form of Class X-C Certificate
  	
   
 	
  
A-8
  	
   
 	
  
Section 1.01 Definition of “Class X-C Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class X-P Certificate
  	
   
 	
  
A-9
  	
   
 	
  
Section 1.01 Definition of “Class X-P Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class B Certificate
  	
   
 	
  
A-10
  	
   
 	
  
Section 1.01 Definition of “Class B Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Form of Class C Certificate
  	
   
 	
  
A-11
  	
   
 	
  
Section 1.01 Definition of “Class C Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class D Certificate
  	
   
 	
  
A-12
  	
   
 	
  
Section 1.01 Definition of “Class D Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class E Certificate
  	
   
 	
  
A-13
  	
   
 	
  
Section 1.01 Definition of “Class E Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Form of Class F Certificate
  	
   
 	
  
A-14
  	
   
 	
  
Section 1.01 Definition of “Class F Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class G Certificate
  	
   
 	
  
A-15
  	
   
 	
  
Section 1.01 Definition of “Class G Certificate”
  




- vi -






	
  
Exhibit   Description
  	
   
 	
  
Exhibit No.
  	
   
 	
  
Section   Reference
  
	
  


  	
   
 	
  


  	
   
 	
  


  
	
  Form of Class H Certificate
  	
   
 	
  
A-16
  	
   
 	
  
Section 1.01 Definition of “Class H Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class J Certificate
  	
   
 	
  
A-17
  	
   
 	
  
Section 1.01 Definition of “Class J Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class K Certificate
  	
   
 	
  
A-18
  	
   
 	
  
Section 1.01 Definition of “Class K Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Form of Class L Certificate
  	
   
 	
  
A-19
  	
   
 	
  
Section 1.01 Definition of “Class L Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class M Certificate
  	
   
 	
  
A-20
  	
   
 	
  
Section 1.01 Definition of “Class M Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class N Certificate
  	
   
 	
  
A-21
  	
   
 	
  
Section 1.01 Definition of “Class N Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Form of Class O Certificate
  	
   
 	
  
A-22
  	
   
 	
  
Section 1.01 Definition of “Class O Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class P Certificate
  	
   
 	
  
A-23
  	
   
 	
  
Section 1.01 Definition of “Class P Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class R-I Certificate
  	
   
 	
  
A-24
  	
   
 	
  
Section 1.01 Definition of “Class R-I Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Form of Class R-II Certificate
  	
   
 	
  
A-25
  	
   
 	
  
Section 1.01 Definition of “Class R-II Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Class Z Certificate
  	
   
 	
  
A-26
  	
   
 	
  
Section 1.01 Definition of “Class Z Certificate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Mortgage Loan Schedule
  	
   
 	
  
B
  	
   
 	
  
Section 1.01 Definition of “Mortgage Loan Schedule”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Schedule of Exceptions to Mortgage File Delivery
  	
   
 	
  
C-1
  	
   
 	
  
Section 2.02(a)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Custodial Certification
  	
   
 	
  
C-2
  	
   
 	
  
Section 2.02(b)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Master Servicer Request for Release
  	
   
 	
  
D-1
  	
   
 	
  
Section 1.01 Definition of “Request for Release”; Section 2.03(b);
  
	
   
 	
   
 	
   
 	
   
 	
  Section 3.10(a); and
  
	
   
 	
   
 	
   
 	
   
 	
  
Section 3.10(b)
  




- vii -






	
  
Exhibit   Description
  	
   
 	
  
Exhibit No.
  	
   
 	
  
Section   Reference
  
	
  


  	
   
 	
  


  	
   
 	
  


  
	
  
Form of Special Servicer Request for Release
  	
   
 	
  
D-2
  	
   
 	
  
Section 1.01 Definition of “Request for Release”; Section 3.10(b)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Calculation of NOI/Debt Service Coverage Ratios
  	
   
 	
  
E
  	
   
 	
  
Section 1.01 Definition of “Net Operating Income”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Reserved
  	
   
 	
  
F
  	
   
 	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Transferor Certificate
  	
   
 	
  
G-1
  	
   
 	
  
Section 5.02(b)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Form of Transferee Certificate for QIBs
  	
   
 	
  
G-2
  	
   
 	
  
Section 5.02(b)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Transferee Certificate for Non-QIBs
  	
   
 	
  
G-3
  	
   
 	
  
Section 5.02(b)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Transferee Certificate
  	
   
 	
  
H
  	
   
 	
  
Section 5.02(c)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Form of Transfer Affidavit and Agreement Pursuant to Section   5.02(d)(i)(B)
  	
   
 	
  
I-1
  	
   
 	
  
Section 5.02(d)(i)(B)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Transferor Certificate Pursuant to Section 5.02(d)(i)(D)
  	
   
 	
  
I-2
  	
   
 	
  
Section 5.02(d)(i)(D)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Notice and Acknowledgment
  	
   
 	
  
J-1
  	
   
 	
  
Section 6.09
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Form of Acknowledgment of Proposed Special Servicer
  	
   
 	
  
J-2
  	
   
 	
  
Section 6.09
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Certificateholder Confirmation Certificate Request by   Beneficial Holder
  	
   
 	
  
K-1
  	
   
 	
  
Section 3.15(a)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Prospective Purchaser Certificate
  	
   
 	
  
K-2
  	
   
 	
  
Section 3.15(a)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Initial Companion Holders
  	
   
 	
  
L
  	
   
 	
  
Section 3.27
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Class X-P Reference Rate
  	
   
 	
  
M
  	
   
 	
  
Section 1.01 Definition of “Class X-P Reference Rate”
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Purchase Option Notice
  	
   
 	
  
N
  	
   
 	
  
Section 3.18(e)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Form of Defeasance Certificate
  	
   
 	
  
O
  	
   
 	
  
Section 3.20(h)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Depositor Certification
  	
   
 	
  
P
  	
   
 	
  
Section 8.17(b)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Form of Trustee Certification
  	
   
 	
  
Q
  	
   
 	
  
Section 8.17(c)
  



- viii -






	
  
Exhibit   Description
  	
   
 	
  
Exhibit No.
  	
   
 	
  
Section   Reference
  
	
  


  	
   
 	
  


  	
   
 	
  


  
	
  
Form of Master Servicer Certification
  	
   
 	
  
R
  	
   
 	
  
Section 8.17(c)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  Form of Special Servicer Certification
  	
   
 	
  
S
  	
   
 	
  
Section 8.17(c)
  
	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
Class A-PB Planned Principal Balance Table
  	
   
 	
  
T
  	
   
 	
  
Section 1.01 Definition of “Class A-PB Planned Principal Amount”
  




- ix -







POOLING AND SERVICING AGREEMENT


                    This Pooling and Servicing Agreement (this “Agreement”) is dated and effective as of March 1, 2005, among WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer, ALLIED CAPITAL CORPORATION, as Special Servicer and WELLS FARGO BANK, N.A., as Trustee.


PRELIMINARY STATEMENT:


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


REMIC I


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


REMIC II


                    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 original REMIC I Principal Balance for each corresponding REMIC I Regular Interest (the “Corresponding REMIC I Regular Interest”), the Corresponding Components of the Class X Certificates (the “Corresponding Components”) and the Original Class Principal Balance for each Class of Sequential Pay Certificates (the “Corresponding Certificates”).

	
  Corresponding
   Certificates
  	
   
 	
  
Original Class
   Principal Balance
  	
   
 	
  
Corresponding
   REMIC I
   Regular
   Interests (1)
  	
   
 	
  
Original REMIC
   I Principal
   Balance
  	
   
 	
  
REMIC I
   Pass-
   Through
   Rate
  	
   
 	
  
Corresponding
   Components of
   Class X Certificates (1)
  	
   
 
	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 
	
  Class A-1
  	
   
 	
  
$
  	
  
129,081,000
  	
   
 	
   
 	
  
LA-1-1
  	
   
 	
  
$
  	
  
6,244,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-A-1-1
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-1-2
  	
   
 	
  
$
  	
  
9,282,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1-2
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-1-3
  	
   
 	
  
$
  	
  
49,089,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1-3
  	
   
 








	
  
Corresponding
   Certificates
  	
   
 	
  
Original Class
   Principal Balance
  	
   
 	
  
Corresponding
   REMIC I
   Regular
   Interests (1)
  	
   
 	
  
Original REMIC
   I Principal
   Balance
  	
   
 	
  
REMIC I
   Pass-
   Through
   Rate
  	
   
 	
  
Corresponding
   Components of
   Class X Certificates (1)
  	
   
 
	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-1-4
  	
   
 	
  
$
  	
  
55,208,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1-4
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-1-5
  	
   
 	
  
$
  	
  
9,258,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1-5
  	
   
 
	
  Class A-2
  	
   
 	
  
$
  	
  
288,753,000
  	
   
 	
   
 	
  
LA-2-1
  	
   
 	
  
$
  	
  
47,748,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-A-2-1
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-2-2
  	
   
 	
  
$
  	
  
54,978,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-2-2
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-2-3
  	
   
 	
  
$
  	
  
55,034,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-2-3
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-2-4
  	
   
 	
  
$
  	
  
53,131,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-2-4
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-2-5
  	
   
 	
  
$
  	
  
77,862,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-2-5
  	
   
 
	
  
Class A-3
  	
   
 	
  
$
  	
  
82,046,000
  	
   
 	
   
 	
  
LA-3-1
  	
   
 	
  
$
  	
  
15,348,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-A-3-1
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-3-2
  	
   
 	
  
$
  	
  
66,698,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-3-2
  	
   
 
	
  
Class A-PB
  	
   
 	
  
$
  	
  
224,353,000
  	
   
 	
   
 	
  
LA-PB-1
  	
   
 	
  
$
  	
  
156,576,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-A-PB-1
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-PB-2
  	
   
 	
  
$
  	
  
44,493,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-PB-2
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-PB-3
  	
   
 	
  
$
  	
  
23,284,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-PB-3
  	
   
 
	
  Class A-4
  	
   
 	
  
$
  	
  
1,079,352,000
  	
   
 	
   
 	
  
LA-4-1
  	
   
 	
  
$
  	
  
19,207,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-A-4-1
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-4-2
  	
   
 	
  
$
  	
  
41,915,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-4-2
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-4-3
  	
   
 	
  
$
  	
  
97,040,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-4-3
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-4-4
  	
   
 	
  
$
  	
  
921,190,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-4-4
  	
   
 
	
  Class A-1A
  	
   
 	
  
$
  	
  
375,240,000
  	
   
 	
   
 	
  
LA-1A-1
  	
   
 	
  
$
  	
  
413,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-A-1A-1
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-1A-2
  	
   
 	
  
$
  	
  
527,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-2
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-1A-3
  	
   
 	
  
$
  	
  
6,748,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-3
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-1A-4
  	
   
 	
  
$
  	
  
7,846,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-4
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-1A-5
  	
   
 	
  
$
  	
  
8,199,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-5
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-1A-6
  	
   
 	
  
$
  	
  
8,200,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-6
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-1A-7
  	
   
 	
  
$
  	
  
8,563,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-7
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-1A-8
  	
   
 	
  
$
  	
  
8,240,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-8
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-1A-9
  	
   
 	
  
$
  	
  
26,826,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-9
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-1A-10
  	
   
 	
  
$
  	
  
7,470,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-10
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-1A-11
  	
   
 	
  
$
  	
  
7,128,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-11
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-1A-12
  	
   
 	
  
$
  	
  
6,820,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-12
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-1A-13
  	
   
 	
  
$
  	
  
6,723,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-13
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LA-1A-14
  	
   
 	
  
$
  	
  
41,746,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-14
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LA-1A-15
  	
   
 	
  
$
  	
  
229,791,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-A-1A-15
  	
   
 
	
  
Class A-J
  	
   
 	
  
$
  	
  
187,242,000
  	
   
 	
   
 	
  
LA-J
  	
   
 	
  
$
  	
  
187,242,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-A-J
  	
   
 
	
  Class B
  	
   
 	
  
$
  	
  
74,897,000
  	
   
 	
   
 	
  
LB
  	
   
 	
  
$
  	
  
74,897,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-B
  	
   
 




- 2 -






	
  Corresponding
   Certificates
  	
   
 	
  
Original Class
   Principal Balance
  	
   
 	
  
Corresponding
   REMIC I
   Regular
   Interests (1)
  	
   
 	
  
Original REMIC
   I Principal
   Balance
  	
   
 	
  
REMIC I
   Pass-
   Through
   Rate
  	
   
 	
  
Corresponding
   Components of
   Class X Certificates (1)
  	
   
 
	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 	
  


  	
  


  	
   
 
	
  Class C
  	
   
 	
  
$
  	
  
23,830,000
  	
   
 	
   
 	
  
LC-1
  	
   
 	
  
$
  	
  
15,489,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-C-1
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LC-2
  	
   
 	
  
$
  	
  
8,341,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-C-2
  	
   
 
	
  
Class D
  	
   
 	
  
$
  	
  
47,661,000
  	
   
 	
   
 	
  
LD-1
  	
   
 	
  
$
  	
  
9,858,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-D-1
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LD-2
  	
   
 	
  
$
  	
  
18,519,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-D-2
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LD-3
  	
   
 	
  
$
  	
  
17,789,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-D-3
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LD-4
  	
   
 	
  
$
  	
  
1,495,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-D-4
  	
   
 
	
  
Class E
  	
   
 	
  
$
  	
  
27,235,000
  	
   
 	
   
 	
  
LE-1
  	
   
 	
  
$
  	
  
17,725,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-E-1
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LE-2
  	
   
 	
  
$
  	
  
9,510,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-E-2
  	
   
 
	
  
Class F
  	
   
 	
  
$
  	
  
27,235,000
  	
   
 	
   
 	
  
LF-1
  	
   
 	
  
$
  	
  
22,580,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-F-1
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LF-2
  	
   
 	
  
$
  	
  
4,655,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-F-2
  	
   
 
	
  
Class G
  	
   
 	
  
$
  	
  
30,639,000
  	
   
 	
   
 	
  
LG-1
  	
   
 	
  
$
  	
  
5,315,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-G-1
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  LG-2
  	
   
 	
  
$
  	
  
24,425,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-G-2
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LG-3
  	
   
 	
  
$
  	
  
899,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-G-3
  	
   
 
	
  Class H
  	
   
 	
  
$
  	
  
37,448,000
  	
   
 	
   
 	
  
LH-1
  	
   
 	
  
$
  	
  
17,415,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-H-1
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
LH-2
  	
   
 	
  
$
  	
  
20,033,000
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
X-H-2
  	
   
 
	
  Class J
  	
   
 	
  
$
  	
  
6,808,000
  	
   
 	
   
 	
  
LJ
  	
   
 	
  
$
  	
  
6,808,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-J
  	
   
 
	
  
Class K
  	
   
 	
  
$
  	
  
10,213,000
  	
   
 	
   
 	
  
LK
  	
   
 	
  
$
  	
  
10,213,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-K
  	
   
 
	
  Class L
  	
   
 	
  
$
  	
  
13,617,000
  	
   
 	
   
 	
  
LL
  	
   
 	
  
$
  	
  
13,617,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-L
  	
   
 
	
  
Class M
  	
   
 	
  
$
  	
  
6,808,000
  	
   
 	
   
 	
  
LM
  	
   
 	
  
$
  	
  
6,808,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-M
  	
   
 
	
  Class N
  	
   
 	
  
$
  	
  
6,808,000
  	
   
 	
   
 	
  
LN
  	
   
 	
  
$
  	
  
6,808,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-N
  	
   
 
	
  
Class O
  	
   
 	
  
$
  	
  
6,808,000
  	
   
 	
   
 	
  
LO
  	
   
 	
  
$
  	
  
6,808,000
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-O
  	
   
 
	
  Class P
  	
   
 	
  
$
  	
  
37,457,639
  	
   
 	
   
 	
  
LP
  	
   
 	
  
$
  	
  
37,457,639
  	
   
 	
   
 	
  
(2)
  	
   
 	
   
 	
  
X-P
  	
   
 




	
  


  
	
  
(1)
  	
  
The REMIC I Regular Interest or Interests and the Component or   Components of the Class X Certificates   that correspond to any particular Class of Sequential Pay Certificates also correspond   to each other and, accordingly, constitute the Corresponding REMIC I Regular   Interest and the Corresponding Components (if any), respectively, with   respect to each other.
  
	
   
 	
   
 
	
  (2)
  	
  
The Weighted Average Net Mortgage Rate.
  




                    The portion of the Trust Fund consisting of the Additional Interest and amounts held from time to time in the Additional Interest Account that represent Additional Interest shall be treated as a grantor trust (the “Grantor Trust”) for federal income tax purposes.  As provided herein, the Trustee shall take all actions necessary to ensure that the portion of the Trust Fund consisting of the Grantor Trust Assets maintains its status as a “grantor trust” under federal income tax law and not be treated as part of REMIC I or REMIC II.  The Class Z Certificates represent undivided beneficial interests in the portion of the Grantor Trust representing Additional Interest and the Additional Interest Account as described herein.


- 3 -







                    Each of the mortgage loans referred to in this Agreement as the One & Two International Place Companion Loan, the 450 West 33rd Street Companion Loan, the Great Wolf Resorts Companion Loan, the Cabrillo Palisades Companion Loan, the Cadbury Schweppes Companion Loan, the Marathon Center Companion Loan, the Firewheel Corners Shopping Center Companion Loan, the Market Fair Shopping Center Companion Loan and the Kmart Plaza Shopping Center Companion Loan (each, a “Companion Loan” and collectively the “Companion Loans”) are not part of the Trust Fund but are secured by the same Mortgages that secure certain related Mortgage Loans that are respectively identified on the Mortgage Loan Schedule as the One & Two International Place Loan (loan number 1), the 450 West 33rd Street Loan (loan number 2), the Great Wolf
Resorts Loan (loan number 8), the Cabrillo Palisades Loan (loan number 12), the Cadbury Schweppes Loan (loan number 16), the Marathon Center Loan (loan number 79), the Firewheel Corners Shopping Center Loan (loan number 123), the Market Fair Shopping Center Loan (loan number 128) and the Kmart Plaza Shopping Center Loan (loan number 143) (each, a “Co-Lender Loan” and collectively, the “Co-Lender Loans”) that are part of the Trust Fund.


                    The 450 West 33rd Street Loan and the 450 West 33rd Street Companion Loan are pari passu with each other.  The One & Two International Place Loan and the One & Two International Place Companion Loan are pari passu to each other.  As and to the extent provided herein, each of the Companion Loans will be serviced and administered in accordance with this Agreement.  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.


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


                    “450 West 33rd Street Companion Holder”:  The holder of the 450 West 33rd Street Companion Loan.  


                    “450 West 33rd Street Companion Loan”:  That certain loan evidenced by a pari passu note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing the 450 West 33rd Street Loan.  


                    “450 West 33rd Street Companion Loan Securities.”  For so long as the 450 West 33rd Street Loan or a Successor REO Mortgage Loan with respect to the 450 West 33rd Street


- 4 -







Loan is part of the Trust Fund, any class of securities backed, wholly or partially, by the 450 West 33rd Street Companion Loan.


                    “450 West 33rd Street Intercreditor Agreement”:  The Intercreditor and Servicing Agreement, dated as of March 3, 2005, by and between Wachovia Bank, National Association, as Lead Lender, and Wachovia Bank, National Association, as Co-Lender, in connection with the 450 West 33rd Street Loan Pair.


                    “450 West 33rd Street Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 2.


                    “450 West 33rd Street Loan Pair”:  The 450 West 33rd Street Loan, together with the 450 West 33rd Street Companion Loan.


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


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


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


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


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


                    “Additional Interest”:  With respect to any ARD Loan after its Anticipated Repayment Date, all interest accrued on the principal balance of such ARD Loan at the Additional Interest Rate (the payment of which interest shall, under the terms of such Mortgage


- 5 -







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


                    “Additional Interest Account”:  The segregated account, accounts or subaccounts created and maintained by the Trustee pursuant to Section 3.04(d) which shall be entitled “Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17, Additional Interest Account.”  The Additional Interest Account shall not be an asset of any REMIC created hereunder.


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


                    “Additional Trust Fund Expense”:  Any Special Servicing Fees, Workout Fees, Liquidation Fees and, in accordance with Sections 3.03(d) and 4.03(d), interest payable to the Master Servicer and/or the Trustee on Advances (to the extent not offset by Penalty Interest and late payment charges), the cost of contracting with a Determination Party as set forth in Section 2.03 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”:


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


- 6 -







receiving principal over (ii) the related Discount Rate, and the denominator of which is equal to the positive excess, if any, of (i) the Mortgage Rate for such Mortgage Loan or REO Loan, as the case may be, over (ii) the related Discount Rate, multiplied by (c) a fraction, the numerator of which is equal to the amount of principal distributable on such Class of Regular Certificates on such Distribution Date pursuant to Section 4.01(a) with respect to Loan Group 1, and the denominator of which is equal to the Loan Group 1 Principal Distribution Amount for such Distribution Date.


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


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


                    “Advance”:  Any P&I Advance or Servicing Advance.


                    “Adverse Grantor Trust Event”:  As defined in Section 10.02(e).


                    “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.


- 7 -







                    “AMLI at Bent Tree Apartments Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 25.


                    “AMLI at Bent Tree Apartments Subordination, Standstill and Recognition Agreement”:  The Subordination, Standstill and Recognition Agreement, dated as of February 3, 2005, by and between Wachovia Bank, National Association, as subordinate mortgagee and Wachovia Bank, National Association, as bank, in connection with the AMLI at Bent Tree Apartments Loan.


                    “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 §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 (without duplication), as calculated by the Master Servicer as of the first Determination Date immediately succeeding the Master Servicer obtaining knowledge of the occurrence of the Required Appraisal Date if no new Required Appraisal is required or the date on which a Required Appraisal (or letter update or internal valuation, if applicable) is obtained and each Determination Date thereafter so long as the related Mortgage Loan or Pari Passu Companion Loan remains a Required Appraisal Mortgage Loan, (i) the Stated Principal Balance of the subject Required Appraisal Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan or Subordinate Companion Loan serviced hereunder), (ii) to the extent not previously advanced
by or on behalf of the Master Servicer, the Trustee, or the master servicer or the trustee under any pooling and servicing agreement pursuant to which certificates or other securities backed by any of the related Pari Passu Companion Loans are issued all unpaid interest on the Required Appraisal Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan or Subordinate Companion Loan serviced hereunder to the extent the Master Servicer has actual knowledge of such advance) through the most recent Due Date prior to such Determination Date at a per annum rate equal to the related Net Mortgage Rate (exclusive of any portion thereof that constitutes Additional Interest), (iii) all accrued but unpaid Servicing Fees and all accrued but unpaid Additional Trust Fund Expenses in respect of such Required Appraisal Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan or Subordinate Companion Loan serviced hereunder) plus, with respect to any Pari Passu
Companion Loan, similar fees and expenses (to the extent the Master Servicer has actual knowledge of such fees and expenses) payable under any pooling and servicing agreement pursuant to which certificates or other securities backed by any of the related Pari Passu Companion Loans are issued, (iv) all related unreimbursed Advances and any Advances related to such Required Appraisal Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan or Subordinate Companion Loan serviced hereunder) that were reimbursed out of general collections from the


- 8 -







pool of Mortgage Loans (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 (including, for such purposes, any related Pari Passu Companion Loan or Subordinate Companion Loan serviced hereunder), to be adjusted upon receipt of a Required Appraisal or letter update or internal valuation, if applicable.  In the event a Mortgagor fails to make a Balloon Payment on a scheduled maturity date and no Appraisal has been received within 120 days of such failure, the Appraisal Reduction Amount for the related Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan or Subordinate Companion Loan serviced hereunder) will equal 25% of the outstanding principal balance of such Mortgage Loan (including, for such purposes, any related Pari Passu Companion Loan or Subordinate Companion Loan serviced hereunder, to be adjusted upon receipt of the new Appraisal.  Any Appraisal Reduction Amount for a Co-Lender Loan shall be allocated as provided in Section
4.04(e).


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


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


                    “Artesia”:  Artesia Mortgage Capital Corporation or its successor in interest.


                    “Artesia Mortgage Loan Purchase Agreement”:  That certain mortgage loan purchase agreement, dated as of March 1, 2005, between the Depositor and Artesia and relating to the transfer of the Artesia Mortgage Loans to the Depositor.


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


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


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


- 9 -







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


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


                    “Available Distribution Amount”:  With respect to any Distribution Date, an amount equal to (a) the sum of, without duplication, (i) the aggregate of the amounts on deposit in the Certificate Account and the Distribution Account as of the close of business on the last day of the related Collection Period 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 and required to be deposited in the Certificate Account; (ii) the aggregate amount of any P&I Advances made by the Master Servicer or the Trustee for distribution on the Certificates on such Distribution Date pursuant to Section 4.03; (iii) the aggregate amount transferred from the REO Account (if established) to the Certificate Account as of the last day of the related Collection Period,
on or prior to the P&I Advance Date in such month, pursuant to Section 3.16(c); (iv) the aggregate amount deposited by the Master Servicer in the Certificate Account for such Distribution Date pursuant to Section 3.19 in connection with Prepayment Interest Shortfalls; and (v) for each Distribution Date occurring in March, and for the final Distribution Date  if the final Distribution Date occurs in February or, if such year is not a leap year, in January, the aggregate of the Interest Reserve Amounts in respect of each Interest Reserve Loan deposited into the Distribution Account pursuant to Section 3.05(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) - (xxii) of Section 3.05(a) or (B) the Distribution Account pursuant to clauses (ii) - (vii) 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 remitted to the Trustee for deposit in the Interest Reserve Account in respect of such Distribution Date and held for future distribution pursuant to Section 3.04(c), and (vi) any


- 10 -







amounts deposited in the Certificate Account or the Distribution Account in error.  The Available Distribution Amount will not include any amounts required to be distributed pursuant to the terms of any Intercreditor Agreement or this Agreement to a Companion Holder.


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


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


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


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


                    “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 or the cities in which the Corporate Trust Office of the Trustee (which as of the Closing Date is Columbia, Maryland) or the offices of the Master Servicer (which as of the Closing Date is Charlotte, North Carolina) or the offices of the Special Servicer (which as of the Closing Date is Washington, D.C.) are located, are authorized or obligated by law or executive order to remain closed.


                    “Cabrillo Palisades Companion Holder”:  The holder of the Cabrillo Palisades Companion Loan.


                    “Cabrillo Palisades Intercreditor Agreement”:  The Intercreditor and Servicing Agreement, dated February 23, 2005, by and between Wachovia Bank, National Association, as Lead Lender, and Mony B-Note Value Fund, L.P., as Co-Lender.  


                    “Cabrillo Palisades Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 12.


                    “Cabrillo Palisades Loan Pair”:  The Cabrillo Palisades Loan and the Cabrillo Palisades Companion Loan.


- 11 -







                    “Cabrillo Palisades 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 Cabrillo Palisades Loan.


                    “Cadbury Schweppes Companion Holder”:  The holder of the Cadbury Schweppes Companion Loan.


                    “Cadbury Schweppes Intercreditor Agreement”:  The Intercreditor Agreement Among Note Holders, dated as of April 1, 2002, by and between Capital Lease Funding, LLC and Wachovia Bank, National Association, as Purchaser, as supplemented.  


                    “Cadbury Schweppes Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 16.


                    “Cadbury Schweppes Loan Pair”:  The Cadbury Schweppes Loan and the Cadbury Schweppes Companion Loan.


                    “Cadbury Schweppes 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 Cadbury Schweppes Loan.  


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


                    “Certificate”:  Any one of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17, as executed by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


                    “Certificate Account”:  The segregated account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the Trustee in trust for Certificateholders, which shall be entitled “Wachovia Bank, National Association, as Master Servicer for Wells Fargo Bank, N.A., as Trustee, on behalf of and in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17.”  Subject to the related Intercreditor Agreement and taking into account that (i) each Subordinate Companion Loan is subordinate to its related Co-Lender Loan to the extent set forth in the related Intercreditor Agreement and (ii) each Pari Passu Companion Loan is pari passu with the related Pari Passu Mortgage Loan, each subaccount described
in the next to last paragraph of Section 3.04(a) that is part of the Certificate Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit in such subaccount are attributed to the related Companion Loan.


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


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


- 12 -







Notional Amount, as applicable, of such Class of Regular Certificates and the denominator of which is the Original Class Principal Balance or Original Notional Amount of such Class of Regular Certificates.


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


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


                    “Certificate Principal Balance”:  With respect to any Sequential Pay Certificate 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.


- 13 -







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


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


                    “Citigroup Mortgage Loan Purchase Agreement”:  That certain mortgage loan purchase agreement, dated as of March 1, 2005, between the Depositor and Citigroup and relating to the transfer of the Citigroup Mortgage Loans to the Depositor.


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


                    “Class A Certificates”:  The Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4 and Class A-1A Certificates.


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


                    “Class A-1 A Certificate”:  Any one of the Certificates with a “Class A-1A” 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 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-5 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC Provisions.


                    “Class A-J Certificate”:  Any one of the Certificates with a “Class A-J designation or 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 A-PB Certificate”:  Any one of the Certificates with a “Class A-PB” 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 A-PB Planned Principal Amount”:  The planned principal amount set forth on Exhibit S hereto relating to principal payments for the Class A-PB Certificates.


- 14 -







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


                    “Class D Certificate”:  Any one of the Certificates with a “Class D” 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 E Certificate”:  Any one of the Certificates with a “Class E” 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 F Certificate”:  Any one of the Certificates with a “Class F” 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 G Certificate”:  Any one of the Certificates with a “Class G” 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 H Certificate”:  Any one of the Certificates with a “Class H” 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 J Certificate”:  Any one of the Certificates with a “Class J” 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 K Certificate”:  Any one of the Certificates with a “Class K” 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 L Certificate”:  Any one of the Certificates with a “Class L” 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 M Certificate”:  Any one of the Certificates with a “Class M” designation on the face thereof, substantially in the form of Exhibit A-20 attached hereto, and evidencing a “regular interest” in REMIC II for purposes of the REMIC Provisions.


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


- 15 -







                    “Class O Certificate”:  Any one of the Certificates with a “Class O” designation on the face thereof, substantially in the form of Exhibit A-22 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-23 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 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-24 attached hereto, and evidencing the sole class of residual interests in REMIC I for purposes of the REMIC Provisions.


                    “Class R-II Certificate”:  Any one of the Certificates with a “Class R-II” designation on the face thereof, substantially in the form of Exhibit A-25 attached hereto, and evidencing the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions.


                    “Class X Certificates”:  The Class X-C and Class X-P Certificates.


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


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


                    “Class X-C Strip Rate”:  With respect to any Class of Components (other than Components that are also Class X-P Components) for any Distribution Date, a rate per annum equal to (i) the Weighted Average Net Mortgage Rate for such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding Certificates.  In the case of any Class of Components that are also Class X-P Components, (i) for any Distribution Date occurring on or before the related Class X-P Component Cross-over Date, (x) the Weighted Average Net Mortgage Rate for


- 16 -







such Distribution Date minus (y) the sum of the Pass-Through Rate for the Corresponding Certificates for such Distribution Date and the Class X-P Strip Rate for such Component for such Distribution Date, and (ii) for any Distribution Date occurring after the related Class X-P Component Cross-over Date, a rate per annum equal to (x) the Weighted Average Net Mortgage Rate for such Distribution Date, minus (y) the Pass-Through Rate for the Corresponding Certificates (provided, that in no event shall any Class X-C Strip Rate be less than zero).


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


                    “Class X-P Component Cross-over Date”:  With respect to each Component set forth in the table below, the Distribution Date occurring in the month and year set forth in the table below:

	
  
Component
  	
   
 	
  
Cross-over Date
  
	
  


  	
   
 	
  


  
	
  Component X-A-1A-2 and Component X-A-1-2
  	
   
 	
  
September 2005
  
	
   
 	
   
 	
   
 
	
  
Component X-A-1A-3 and Component X-A-1-3
  	
   
 	
  
March 2006
  
	
   
 	
   
 	
   
 
	
  
Component X-A-1-4 and Component X-A-1A-4
  	
   
 	
  
September 2006
  
	
   
 	
   
 	
   
 
	
  
Component X-A-1A-5, Component X-A-2-1 and Component X-A-1-5
  	
   
 	
  
March 2007
  
	
   
 	
   
 	
   
 
	
  
Component X-A-1A-6, Component X-A-2-2 and Component X-A-H-1
  	
   
 	
  
September 2007
  
	
   
 	
   
 	
   
 
	
  Component X-A-1A-7, Component X-A-2-3, Component X-A-G-1 and   Component X-A-H-2
  	
   
 	
  
March 2008
  
	
   
 	
   
 	
   
 
	
  
Component X-A-1A-8, Component X-G-2 and Component X-A-2-4
  	
   
 	
  
September 2008
  
	
   
 	
   
 	
   
 
	
  
Component X-A-1A-9, Component X-F-1, Component X-G-3, Component   X-A-2-5 and Component X-A-3-1
  	
   
 	
  
March 2009
  
	
   
 	
   
 	
   
 
	
  
Component X-A-1A-10, Component X-A-3-2, Component X-A-PB-1, Component   X-E-1 and Component X-F-2
  	
   
 	
  
September 2009
  
	
   
 	
   
 	
   
 
	
  Component X-A-1A-11, Component X-A-PB-2, Component X-E-2 and   Component X-D-1
  	
   
 	
  
March 2010
  
	
   
 	
   
 	
   
 
	
  
Component X-A-1A-12, Component X-A-PB-3, Component X-D-2 and   Component A-4-1
  	
   
 	
  
September 2010
  
	
   
 	
   
 	
   
 
	
  
Component X-A-1A-13, Component X-A-4-2 and Component X-D-3
  	
   
 	
  
March 2011
  




- 17 -






	
  
Component
  	
   
 	
  
Cross-over Date
  
	
  


  	
   
 	
  


  
	
  Component X-A-1A-14, Component X-A-4-3, Component X-C-1 and Component   X-D-4
  	
   
 	
  
September 2011
  
	
   
 	
   
 	
   
 
	
  
Component X-A-1A-15, Component X-A-4-4, Component X-A-J, Component   X-B and Component X-C-2
  	
   
 	
  
March 2012
  




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


                    “Class X-P Notional Amount”:  As of any date of determination, the sum of the then Component Notional Amounts of the Class X-P Components, excluding those Class X-P Components for which the Class X-P Component Crossover Date has previously passed.


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


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


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


                    “Closing Date”:  March 30, 2005.


- 18 -







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


                    “CMSA Advance Recovery Report”:  The report substantially in the form of, and containing the information called for in, the downloadable form of the “Advance Recovery 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 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.  In connection with preparing the CMSA Comparative Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements for the fiscal quarter ending June 30, 2005, and (b) annual financial statements beginning with annual financial statements for the 2005 fiscal year.


                    “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


- 19 -







for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage securities transactions generally.


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


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


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


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


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


                    “CMSA Operating Statement Analysis”:  A report substantially in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis Report” available as of the Closing Date on the CMSA Website or in such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage-backed securities transactions generally.  In connection with preparing the CMSA Operating Statement Analysis, the Master Servicer shall process (a) interim financial statements beginning with interim financial 


- 20 -







statements for the fiscal quarter ending June 30, 2005 and (b) annual financial statements beginning with annual financial statements for the 2005 fiscal year.


                    “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 Reconciliation of Funds Report”:  The monthly report in the “Reconciliation of Funds” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CMSA for commercial mortgage securities transactions generally.


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


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


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


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


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


                    “Collection Period”:  With respect to any Distribution Date, the period that begins on the twelfth day in the month immediately preceding the month in which such Distribution Date occurs (or, in the case of the initial Distribution Date, commencing on the day after the related Cut-Off Date) and ending on and including the eleventh day in the month in which such Distribution Date occurs.  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.


- 21 -







                    “Commission”:  The Securities and Exchange Commission or any successor agency.


                    “Companion Distribution Account”:  With respect to the Companion Loans, the separate account(s) or subaccount(s) 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 2005-C17”  The Companion Distribution Accounts shall not be assets of the Trust Fund, but instead each Companion Distribution Account shall be held by the Companion Paying Agent on behalf of the applicable Companion Holder.  Any such account shall be an Eligible Account or a subaccount of an Eligible Account. 
Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the related subaccount or subaccounts of the  Certificate Account referenced in the second to the last paragraph of Section 3.04(a).


                    “Companion Holder”:  With respect to any Companion Loan, the owner of the Mortgage Note representing such Companion Loan.  As of the Closing Date, the Companion Holders of the Companion Loans are (i) Wachovia Bank, National Association, with respect to the One & Two International Place Companion Loan, 450 West 33rd Street Companion Loan, Cadbury Schweppes Companion Loan and Firewheel Corners Shopping Center Companion Loan, (ii) The Travelers Insurance Company, with respect to the Great Wolf Resorts Companion Loan, (iii) Mony B-Note Value Fund, L.P., with respect to the Cabrillo Palisades Companion Loan and (iv) CBA-Mezzanine Capital Finance, LLC, with respect to the Mezz Cap Companion Loans.


                    “Companion Loan”:  As defined in the Preliminary Statement.


                    “Companion Loan Securities”:  Each of the 450 West 33rd Street Companion Loan Securities and the One & Two International Place Companion Loan Securities.  


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


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


                    “Component”:  Each of Component X-A-1-1, Component X-A-1-2, Component X-A-1-3, Component X-A-1-4, Component X-A-1-5, Component X-A-2-1, Component X-A-2-2, Component X-A-2-3, Component X-A-2-4, Component X-A-2-5, Component X-A-3-1, Component X-A-3-2, Component X-A-PB-1, Component X-A-PB-2, Component X-A-PB-3, Component X-A-4-1, Component X-A-4-2, Component X-A-4-3, Component X-A-4-4, Component X-A-1A-1, Component X-A-1A-2, Component X-A-1A-3, Component X-A-1A-4, Component X-A-1A-5, Component X-A-1A-6, Component X-A-1A-7, Component X-A-1A-8, Component X-A-1A-9, Component X-A-1A-10, Component X-A-1A-11, Component X-A-1A-12, Component X-A-1A-13, Component X-A-1A-14, Component X-A-1A-15, Component X-A-J,


- 22 -







Component X-B, Component X-C-1, Component X-C-2, Component X-D-1, Component X-D-2, Component X-D-3, Component X-D-4, Component X-E-1, Component X-E-2, Component X-F-1, Component X-F-2, Component X-G-1, Component X-G-2, Component X-G-3, Component X-H-1, Component X-H-2, Component X-J, Component X-K, Component X-L, Component X-M, Component X-N, Component X-O and Component X-P.  


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


                    “Component X-A-1-1”:  One of 58 components of the Class X-C Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1-1 as of any date of determination.


                    “Component X-A-1-2”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1-2 as of any date of determination.


                    “Component X-A-1-3”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1-3 as of any date of determination.


                    “Component X-A-1-4”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1-4 as of any date of determination.


                    “Component X-A-1-5”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1-5 as of any date of determination.


                    “Component X-A-1A-1”:  One of 58 components of the Class X-C Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-1 as of any date of determination.


                    “Component X-A-1A-2”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-2 as of any date of determination.


                    “Component X-A-1A-3”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-3 as of any date of determination.


- 23 -







                    “Component X-A-1A-4”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-4 as of any date of determination.


                    “Component X-A-1A-5”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-5 as of any date of determination.


                    “Component X-A-1A-6”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-6 as of any date of determination.


                    “Component X-A-1A-7”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-7 as of any date of determination.


                    “Component X-A-1A-8”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-8 as of any date of determination.


                    “Component X-A-1A-9”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-9 as of any date of determination.


                    “Component X-A-1A-10”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-10 as of any date of determination.


                    “Component X-A-1A-11”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-11 as of any date of determination.


                    “Component X-A-1A-12”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-12 as of any date of determination.


                    “Component X-A-1A-13”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount


- 24 -







equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-13 as of any date of determination.


                    “Component X-A-1A-14”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-14 as of any date of determination.


                    “Component X-A-1A-15”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-1A-15 as of any date of determination.


                    “Component X-A-2-1”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-2-1 as of any date of determination.


                    “Component X-A-2-2”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-2-2 as of any date of determination.


                    “Component X-A-2-3”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-2-3 as of any date of determination.


                    “Component X-A-2-4”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-2-4 as of any date of determination.


                    “Component X-A-2-5”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-2-5 as of any date of determination.


                    “Component X-A-3-1”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-3-1 as of any date of determination.


                    “Component X-A-3-2”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-3-2 as of any date of determination.


- 25 -







                    “Component X-A-4-1”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-4-1 as of any date of determination.


                    “Component X-A-4-2”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-4-2 as of any date of determination.


                    “Component X-A-4-3”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-4-3 as of any date of determination.


                    “Component X-A-4-4”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-4-4 as of any date of determination.


                    “Component X-A-J”:  One of the 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA-J as of any date of determination.


                    “Component X-A-PB-1”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA PB-1 as of any date of determination.


                    “Component X-A-PB-2”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA PB-2 as of any date of determination.


                    “Component X-A-PB-3”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LA PB-3 as of any date of determination.


                    “Component X-B”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LB as of any date of determination.


                    “Component X-C-1”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal


- 26 -







to the then current REMIC I Principal Balance of REMIC I Regular Interest LC-1 as of any date of determination.


                    “Component X-C-2”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LC-2 as of any date of determination.


                    “Component X-D-1”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LD-1 as of any date of determination.


                    “Component X-D-2”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LD-2 as of any date of determination.


                    “Component X-D-3”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LD-3 as of any date of determination.


                    “Component X-D-4”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LD-4 as of any date of determination.


                    “Component X-E-1”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LE-1 as of any date of determination.


                    “Component X-E-2”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LE-2 as of any date of determination.


                    “Component X-F-1”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LF-1 as of any date of determination.


                    “Component X-F-2”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LF-2 as of any date of determination.


- 27 -







                    “Component X-G-1”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LG-1 as of any date of determination.


                    “Component X-G-2”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LG-2 as of any date of determination.


                    “Component X-G-3”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LG-3 as of any date of determination.


                    “Component X-H-1”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LH-1 as of any date of determination.


                    “Component X-H-2”:  One of 58 components of the Class X-C Certificates and one of 49 components of the Class X-P Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LH-2 as of any date of determination.


                    “Component X-J”:  One of 58 components of the Class X-C Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LJ as of any date of determination.


                    “Component X-K”: One of 58 components of the Class X-C Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LK as of any date of determination.


                    “Component X-L”:  One of 58 components of the Class X-C Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LL as of any date of determination.


                    “Component X-M”: One of 58 components of the Class X-C Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LM as of any date of determination.


                    “Component X-N”:  One of 58 components of the Class X-C Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LN as of any date of determination.


                    “Component X-O”:  One of 58 components of the Class X-C Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LO as of any date of determination.


- 28 -







                    “Component X-P”: One of 58 components of the Class X-C Certificates having a Component Notional Amount equal to the then current REMIC I Principal Balance of REMIC I Regular Interest LP as of any date of determination.


                    “Controlling Class”:  With respect to each Mortgage Loan, as of any date of determination, the Class of Sequential Pay Certificates, (i) which bears the latest alphabetical Class designation and (ii) the Class Principal Balance of which is greater than 25% of the Original Class Principal Balance thereof; provided, however, that if no Class of Sequential Pay Certificates satisfies clause (ii) above, the Controlling Class shall be the outstanding Class of Sequential Pay Certificates bearing the latest alphabetical Class designation.  With respect to determining the Controlling Class, the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, and Class A-1A Certificates shall be deemed a single Class of Certificates.


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


                    “Corporate Trust Office”:  The corporate trust office of the Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at (i) with respect to maintenance of the Certificate Register and the transfer and exchange of Certificates, the office of the Trustee located at Wells Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0113, Attention:  Corporate Trust Services (CMBS) Wachovia Bank Commercial Mortgage Trust, Series 2005-C17, and (ii) for all other purposes, the office of the Trustee located at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention:  Corporate Trust Services (CMBS) Wachovia Bank Commercial Mortgage Trust, Series 2005-C17.


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


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


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


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


                    “Countrywide”:  Countrywide Commercial Real Estate Finance, Inc. or its successor in interest.


                    “Countrywide Mortgage Loan Purchase Agreement”:  That certain mortgage loan purchase agreement, dated as of March 1, 2005, between the Depositor and Countrywide and relating to the transfer of the Countrywide Mortgage Loans to the Depositor.


- 29 -







                    “Countrywide Mortgage Loans”:  Each of the Mortgage Loans transferred and assigned to the Depositor pursuant to the Countrywide Mortgage Loan Purchase Agreement.


                    “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 March, 2005.


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


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


- 30 -







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


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


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


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


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


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


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


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


                    “Determination Date”:  The eleventh day of each month, or if such eleventh day is not a Business Day, the Business Day immediately succeeding, commencing in April, 2005.


                    “Determination Party”:  Midland Loan Services, Inc. or a second party that would qualify as a successor Special Servicer mutually agreeable to the Special Servicer, the


- 31 -







Controlling Class Representative and the applicable Mortgage Loan Seller, or any successor in interest thereto; provided, that (a) each such party is on the list of approved special servicers by Moody’s or (b) each Rating Agency has confirmed in writing that contracting with such Determination Party would not result in a downgrade, qualification or withdrawal of the then current rating assigned to any of the Certificates that are then currently being rated by such Rating Agency.


                    “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 Non-United States Persons”:  With respect to a Class R-I or Class R-II Certificate, any Non-United States Person or agent thereof other than (i) a Non-United States Person that holds the Class R-I or Class R-II Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI (or successor form) or (ii) a Non-United States Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class R-I or Class R-II Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class R-I or Class R-II Certificate
will not be disregarded for federal income tax purposes.


                    “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


- 32 -







and telephone cooperatives described in Section 1381 of the Code or (v) any other Person so designated by the Trustee or the Certificate Registrar based upon an Opinion of Counsel (which shall not be an expense of the Trustee) that the holding of an Ownership Interest in a Residual Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person.  The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


                    “Distributable Certificate Interest”:  With respect to (a) any Class of Sequential Pay Certificates for any Distribution Date, the Accrued Certificate Interest in respect of such Class of Certificates for such Distribution Date, reduced other than with respect to the Class X Certificates (to not less than zero) by (i) the product of (x) any Net Aggregate Prepayment Interest Shortfall for such Distribution Date, multiplied by (y) 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 Sequential Pay Certificates for such Distribution Date (other than the Class X Certificates), and (ii) with respect to each such
Class, such Class’ share of any Certificate Deferred Interest allocated to such Class in accordance with Section 4.04(d); and (b) any Class of Class X Certificates for any Distribution Date, the Accrued Certificate Interest in respect of such Class of Certificates for such Distribution Date.


                    “Distribution Account”: The segregated account, accounts or subaccounts created and maintained by the Paying Agent on behalf of the Trustee pursuant to Section 3.04(b) which shall be entitled “Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17.”


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


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


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


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


- 33 -







                    “Eastmont Town Center Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 7.


                    “EDGAR”:  The Commission’s Electronic Data Gathering, Analysis and Retrieval system.


                    “Eligible Account”:  Any of (i) an account maintained with a federal or state chartered depository institution or trust company, and with respect to deposits held for 30 days or more in such account the (a) long-term deposit or unsecured debt obligations of which are rated at least (A) ”Aa3” by Moody’s (if then rated by Moody’s)  (B) “AA-” by S&P (or “A-” provided, the short-term unsecured debt obligations are rated at least “A-1” by S&P) and (C) “A” by Fitch (if then rated by Fitch) (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) “A-1” by S&P and “F-1” by Fitch (if then rated by Fitch) (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 § 9.10(b), having in either case a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or state authority, or the use of such account would not, in and of itself, cause a qualification, downgrading or withdrawal of the then-current rating assigned to any Class of Certificates, as confirmed in writing by each Rating Agency.


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


                    “ERISA”:  The Employee Retirement Income Security Act of 1974, as amended and any regulations and administrative pronouncements thereunder.


                    “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, the acquisition and holding of such Certificate is covered by and exempt under the Exemptions.


                    “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


- 34 -







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-PB Certificates, Class A-4 Certificates, Class A-1A Certificates, Class A-J Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates and Class H Certificates.


                    “Exemptions”:  Department of Labor Prohibited Transaction Exemption (“PTE”) 96-22, PTE 2000-55, Final Authorization Number 98-08E, PTE 89-90 and PTE 89-88, each as amended from time to time, or any successor thereto.


                    “FDIC”:  Federal Deposit Insurance Corporation or any successor.


                    “FHLMC”:  Freddie Mac or any successor.


                    “Final Recovery Determination”:  A determination by the Special Servicer with respect to any Defaulted Mortgage Loan (and, if applicable, any defaulted Companion Loan) or REO Property 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.


                    “Firewheel Corners Shopping Center Companion Holder”:  The holder of the Firewheel Corners Shopping Center Companion Loan.


                    “Firewheel Corners Shopping Center Intercreditor Agreement”:  The Intercreditor and Servicing Agreement, dated as of February 1, 2005, by and between Wachovia Bank, National Association, as A Note Holder, and Wachovia Bank, National Association, as B Note Holder.  


                    “Firewheel Corners Shopping Center Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 123.


                    “Firewheel Corners Shopping Center Loan Pair”:  The Firewheel Corners Shopping Center Loan and the Firewheel Corners Shopping Center Companion Loan.


                    “Firewheel Corners Shopping 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 Firewheel Corners Shopping Center Loan.  


                    “Fitch”:  Fitch, Inc., or its successor in interest.  If neither Fitch nor any successor remains in existence, “Fitch” shall be deemed to refer to such other nationally recognized statistical rating agency or any other comparable Person designated by the Depositor, notice of


- 35 -







which designation shall be given to the Trustee, the Master Servicer and the Special Servicer, and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


                    “FNMA”:  Federal National Mortgage Association or any successor.


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


                    “Gain-on-Sale Reserve Account”:  A segregated custodial account or accounts or subaccount of the Distribution Account or created and maintained by the Paying Agent pursuant to Section 3.04(f) on behalf of the Trustee in trust for the Certificateholders, which shall be entitled “Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17.”  Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


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


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


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


                    “Great Wolf Resorts Companion Holder”:  The holder of the Great Wolf Resorts Companion Loan.


                    “Great Wolf Resorts Intercreditor Agreement”:  The Agreement Among Note Holders, dated as of December 20, 2004, by and between Citigroup Global Markets Realty Corp., as Initial Note A Holder and The Travelers Insurance Company, as Initial Note B Holder.


                    “Great Wolf Resorts Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 8.


                    “Great Wolf Resorts Loan Pair”:  The Great Wolf Resorts Loan and the Great Wolf Resorts Companion Loan.


                    “Great Wolf Resorts 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 Great Wolf Resorts Loan.


- 36 -







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


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


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


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


                    “Holder”:  A Certificateholder.


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


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


                    “Independent”:  When used with respect to any specified Person, any such Person who (i) is in fact independent of the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the Controlling Class Representative, the 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 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.


- 37 -







                    “Independent Contractor”:  Any Person that would be an “independent contractor” with respect to REMIC I within the meaning of Section 856(d)(3) of the Code if 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 delivered, at no expense to the Master Servicer, the Special Servicer, the Trustee or the Trust Fund, to the Trustee and the Master Servicer, so long as REMIC I does not receive or derive any income from such Person and provided, that the relationship between such Person and REMIC I is at arm’s length, all
within the meaning of Treasury Regulations Section 1.856-4(b)(5), 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.


                    “Initial Interest Reserve Account Deposit”:  An amount to be deposited in the Interest Reserve Account on the Closing Date by each Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, 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 of each Interest Reserve Loan as of the Closing Date.  


                    “Institutional Accredited Investor”:  Institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act or any entity in which all the equity holders fall within any such subsections.


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


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


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


                    “Intercreditor Agreement”:  Each of the One & Two International Place Intercreditor Agreement, the 450 West 33rd Street Intercreditor Agreement, the Great Wolf Resorts Intercreditor Agreement, the Cabrillo Palisades Intercreditor Agreement, the Cadbury Schweppes Intercreditor Agreement, the Marathon Center Intercreditor Agreement, the Firewheel Corners Shopping Center Intercreditor Agreement, the Market Fair Shopping Center Intercreditor Agreement and the Kmart Plaza Shopping Center Intercreditor Agreement.


                    “Interest Accrual Period”:  With respect to each Class of Regular Certificates or REMIC I Regular Interests and any Distribution Date, the calendar month immediately


- 38 -







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


                    “Interest Reserve Account”:  The segregated account created and maintained by the Trustee pursuant to Section 3.04(c) in trust for Certificateholders, which shall be entitled “Wells Fargo Bank, N.A., as Trustee, on behalf of and in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17.”


                    “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.  The Initial Interest Reserve Account Deposit shall be treated as an Interest Reserve Amount.


                    “Interest Reserve Loan”:  Each Mortgage Loan that is at any time, an Actual/360 Mortgage Loan.


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


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


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


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


                    “Kmart Plaza Shopping Center Companion Holder”:  The holder of the Kmart Plaza Shopping Center Companion Loan.


                    “Kmart Plaza Shopping Center Intercreditor Agreement”:  The Intercreditor Agreement Among Note Holders, dated as of December 29, 2004, by and between Wachovia Bank, National Association, as A Note Holder, and CBA Mezzanine Capital Finance, LLC, as B Note Holder.


                    “Kmart Plaza Shopping Center Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 143.


- 39 -







                    “Kmart Plaza Shopping Center Loan Pair”:  The Kmart Plaza Shopping Center Loan and the Kmart Plaza Shopping Center Companion Loan.


                    “Kmart Plaza Shopping 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 Kmart Plaza Shopping Center Loan.


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


                    “Liquidation Event”:  With respect to any Mortgage Loan, any of the following events:  (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan; (iii) such Mortgage Loan is repurchased by a Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement; or (iv) such Mortgage Loan is purchased by the Majority Subordinate Certificateholder, the Companion Holders, the mezzanine lenders, the Special Servicer pursuant to Sections 3.18(c), 3.18(d) or 3.18(m) or the AMLI at Bent Tree Apartments Loan subordinate mortgagee pursuant to Section 16(a) of the AMLI at Bent Tree Apartments Subordination, Standstill and Recognition Agreement, 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; (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 as described in Section 3.18(d).


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

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

                    “Liquidation Proceeds”:  All cash amounts (other than Insurance Proceeds and REO Revenues) received by the Master Servicer or the Special Servicer in connection with:  (i) the taking of all or a part of a Mortgaged Property or REO Property by exercise of the power of eminent domain or condemnation, subject, however, to the rights of any tenants and ground

- 40 -






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 by the Majority Subordinate Certificateholder, the related Companion Holder, the mezzanine lenders, the Special Servicer pursuant to Section 3.18(c), Section 3.18(d) or Section 3.18(m) or the AMLI at Bent Tree Apartments Loan subordinate mortgagee pursuant to Section 16(a) of the AMLI at Bent Tree Apartments Subordination, Standstill and
Recognition Agreement; (v) the repurchase of a Mortgage Loan by a Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement; (vi) the purchase of a Mortgage Loan or REO Property by the Master Servicer, the Special Servicer, or the Majority Subordinate-Certificateholder pursuant to Section 9.01, (vii) the purchase of an REO Property by the Companion Holder pursuant to Section 3.18(d) or (viii) the remittance by the applicable Mortgage Loan Seller of amounts specified in Section 2.03(g).


                    “Loan Group”:  Either Loan Group 1 or Loan Group 2.


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


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


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


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


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


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


                    “Loan Pair”:  Collectively, any Co-Lender Loan and its related Companion Loan(s).


                    “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.


- 41 -







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

A-1A Certificates shall be deemed to be a single Class of Certificates, with such Voting Rights allocated among the Holders of Certificates of such Classes in proportion to the respective Certificate Principal Balances of such Certificates as of such date of determination.


                    “Marathon Center Companion Holder”:  The holder of the Marathon Center Companion Loan.


                    “Marathon Center Intercreditor Agreement”:  The Intercreditor Agreement Among Note Holders, dated as of December 29, 2004, by and between Wachovia Bank, National Association, as A Note Holder, and CBA Mezzanine Capital Finance, LLC, as B Note Holder.


                    “Marathon Center Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 79.


                    “Marathon Center Loan Pair”:  The Marathon Center Loan and the Marathon Center Companion Loan.


                    “Marathon 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 Marathon Center Loan.


                    “Market Fair Shopping Center Companion Holder”:  The holder of the Market Fair Shopping Center Companion Loan.


                    “Market Fair Shopping Center Intercreditor Agreement”:  The Intercreditor Agreement Among Note Holders, dated as of December 29, 2004, by and between Wachovia Bank, National Association, as A Note Holder, and CBA Mezzanine Capital Finance, LLC, as B Note Holder.  


                    “Market Fair Shopping Center Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 128.


                    “Market Fair Shopping Center Loan Pair”:  The Market Fair Shopping Center Loan and the Market Fair Shopping Center Companion Loan.


                    “Market Fair Shopping 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 Market Fair Shopping Center Loan.


- 42 -







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


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


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


                    “Material Core Documents”:  As defined in Section 2.03.


                    “Mezz Cap Intercreditor Agreement”:  Each of the intercreditor agreements related to the Mezz Cap Loans and the Mezz Cap Companion Loans.


                    “Mezz Cap Companion Loan”:  Each of the Marathon Center Companion Loan, the Market Fair Shopping Center Companion Loan and the Kmart Plaza Shopping Center Companion Loan, individually or collectively as the context may require.


                    “Mezz Cap Loan”:  Each of the Kmart Plaza Shopping Center Loan, the Marathon Center Loan and the Market Fair Shopping Center Loan, as applicable.  


                    “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 Paying Agent, 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:


- 43 -









	
   
 	
  
          (i)        the   original executed Mortgage Note including any power of attorney related to   the execution thereof, together with any and all intervening endorsements   thereon, endorsed on its face or by allonge attached thereto (without   recourse, representation or warranty, express or implied) to the order of   “Wells Fargo Bank, N.A., as trustee for the registered holders of Wachovia   Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through   Certificates, Series 2005-C17”, or in blank (or a lost note affidavit and   indemnity with a copy of such Mortgage Note attached thereto);
  
	
   
 	
   
 
	
   
 	
  
          (ii)       an   original or copy of the Mortgage, together with any and all intervening   assignments thereof, in each case (unless not yet returned by the applicable   recording office) with evidence of recording indicated thereon or certified   by the applicable recording office;
  
	
   
 	
   
 
	
   
 	
  
          (iii)      an   original or copy of any related Assignment of Leases (if such item is a   document separate from the Mortgage), together with any and all intervening   assignments thereof, in each case (unless not yet returned by the applicable   recording office) with evidence of recording indicated thereon or certified   by the applicable recording office;
  
	
   
 	
   
 
	
   
 	
            (iv)      an   original executed assignment, in recordable form (except for any missing   recording information), of (a) the Mortgage, (b) any related   Assignment of Leases (if such item is a document separate from the Mortgage   and to the extent not already assigned pursuant to preceding clause (a)) and   (c) any other recorded document relating to the Mortgage Loan otherwise   included in the Mortgage File, in favor of “Wells Fargo Bank, N.A., as   trustee for the registered holders of Wachovia Bank Commercial Mortgage   Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17”, or in   blank;
  
	
   
 	
   
 
	
   
 	
  
          (v)       an   original assignment of all unrecorded documents relating to the Mortgage Loan   (to the extent not already assigned pursuant to clause (iv) above), in   favor of “Wells Fargo Bank, N.A., as trustee for the registered holders of   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through   Certificates, Series 2005-C17”, or in blank;
  
	
   
 	
   
 
	
   
 	
  
          (vi)      originals   or copies of any modification, consolidation, assumption and substitution   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;
  







- 44 -









	
   
 	
  
          (viii)    any   filed copies (bearing evidence of filing) or other evidence of filing   satisfactory to the Trustee of any prior UCC Financing Statements in favor of   the originator of such Mortgage Loan or in favor of any assignee prior to the   Trustee (but only to the extent the Mortgage Loan Seller had possession of   such UCC Financing Statements prior to the Closing Date) and, if there is an   effective UCC Financing Statement and continuation statement in favor of the   Mortgage Loan Seller on record with the applicable public office for UCC   Financing Statements, an original UCC Amendment, in form suitable for filing   in favor of “Wells Fargo Bank, N.A., as trustee for the registered holders of   Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through   Certificates, Series 2005-C17”, as assignee, or in blank;
  
	
   
 	
   
 
	
   
 	
            (ix)      an   original or copy of (A) any Ground Lease and (B) any loan guaranty,   indemnity, ground lessor estoppel or environmental insurance policy;
  
	
   
 	
   
 
	
   
 	
  
          (x)       any   intercreditor agreement relating to permitted debt (including, without   limitation, mezzanine debt) of the Mortgagor;
  
	
   
 	
   
 
	
   
 	
  
          (xi)      copies   of any loan agreement, escrow agreement or security agreement relating to   such Mortgage Loan;
  
	
   
 	
   
 
	
   
 	
  
          (xii)     a   copy of any letter of credit and related transfer documents relating to such   Mortgage Loan;
  
	
   
 	
   
 
	
   
 	
  
          (xiii)    copies   of franchise agreements and franchisor comfort letters, if any, for   hospitality properties and applicable transfer or assignment documents; and
  
	
   
 	
   
 
	
   
 	
            (xiv)    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.  Unless otherwise indicated, as used in this Agreement, the term “Mortgage Loan” does not include any Companion Loan.


- 45 -







                    “Mortgage Loan Purchase Agreement”:  Each of the Wachovia Mortgage Loan Purchase Agreement, the Countrywide Mortgage Loan Purchase Agreement, the Citigroup Mortgage Loan Purchase Agreement and the Artesia Mortgage Loan Purchase Agreement, individually or collectively, as the context may require.


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




	
   
 	
  
          (i)        the   Mortgage Loan number;
  
	
   
 	
   
 
	
   
 	
  
          (ii)       the   street address (including city, county, state and zip code) and name of the   related Mortgaged Property;
  
	
   
 	
   
 
	
   
 	
  
          (iii)      the   Cut-Off Date Balance;
  
	
   
 	
   
 
	
   
 	
  
          (iv)      the   amount of the Periodic Payment due on the first Due Date following the   Closing Date;
  
	
   
 	
   
 
	
   
 	
            (v)       the   original Mortgage Rate;
  
	
   
 	
   
 
	
   
 	
  
          (vi)      the   (A) original term to stated maturity, (B) remaining term to stated   maturity and (C) the Stated Maturity Date and, in the case of an ARD   Loan, the Anticipated Repayment Date;
  
	
   
 	
   
 
	
   
 	
  
          (vii)     in   the case of a Balloon Mortgage Loan, the remaining amortization term;
  
	
   
 	
   
 
	
   
 	
  
          (viii)    the   original and remaining amortization term;
  
	
   
 	
   
 
	
   
 	
  
          (ix)      whether   the Mortgage Loan is secured by a Ground Lease;
  
	
   
 	
   
 
	
   
 	
            (x)       the   Master Servicing Fee Rate;
  
	
   
 	
   
 
	
   
 	
  
          (xi)      whether   such Mortgage Loan is an ARD Loan and if so the Anticipated Repayment Date   and Additional Interest Rate for such ARD Loan;
  
	
   
 	
   
 
	
   
 	
  
          (xii)     the   related Mortgage Loan Seller;
  
	
   
 	
   
 
	
   
 	
  
          (xiii)    whether   such Mortgage Loan is insured by an environmental policy;
  
	
   
 	
   
 
	
   
 	
  
          (xiv)    whether   such Mortgage Loan is cross-defaulted or cross-collateralized with any other   Mortgage Loan;
  
	
   
 	
   
 
	
   
 	
            (xv)     whether   such Mortgage Loan is a Defeasance Loan;
  
	
   
 	
   
 
	
   
 	
  
          (xvi)    whether   the Mortgage Loan is secured by a letter of credit;
  







- 46 -









	
   
 	
  
          (xvii)   whether   such Mortgage Loan is an Interest Reserve Loan;
  
	
   
 	
   
 
	
   
 	
  
          (xviii)  whether   payments on such Mortgage Loan are made to a lock-box;
  
	
   
 	
   
 
	
   
 	
  
          (xix)     the   amount of any Reserve Funds escrowed in respect of each Mortgage Loan;
  
	
   
 	
   
 
	
   
 	
            (xx)      the   number of grace days after the Due Date until Periodic Payments incur late   payment charges;
  
	
   
 	
   
 
	
   
 	
  
          (xxi)     the   number of units or square feet related to the Mortgaged Property; and
  
	
   
 	
   
 
	
   
 	
  
          (xxii)    the   applicable Loan Group to which such Mortgage Loan belongs.
  







                    “Mortgage Loan Seller”: Each of Wachovia, Countrywide, Citigroup and Artesia, or their respective successors in interest, individually or collectively as the context may require.


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


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


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


- 47 -







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 (including the Initial Interest Reserve Account Deposit); provided, further, that, if the Mortgage Rate of the related Mortgage Loan has been modified in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment granted or agreed to by the Special Servicer pursuant to Section 3.20, solely for purposes of calculating the Pass-Through Rate, the Mortgage Rate for such Mortgage Loan shall be calculated without regard to such event.


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


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


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


                    “Net Investment Earnings”:  With respect to (i) the Certificate Account, any Servicing Account, any Special Reserve Account, any Reserve Account or the REO Account (if any) for any Collection Period and (ii) the Distribution Account, the Interest Reserve Account, the Additional Interest Account and the 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.


- 48 -







                    “Net Investment Loss”:  With respect to (i) the Certificate Account, any Servicing Account, any Special Reserve Account, any Reserve Account or the REO Account (if any) for any Collection Period and (ii) the Distribution Account, the Interest Reserve Account, the Additional Interest Account and the 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 REMIC I, including any lease renewed, modified or extended on behalf of such REMIC, if the Special Servicer has the right to renegotiate the terms of such lease.


                    “Nonrecoverable Advance”:  Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance; provided, that Workout-Delayed Reimbursement Amounts shall constitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified in the definition of Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, as applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined in accordance with the Servicing Standard or the standards applicable to the Trustee as set forth in the definitions of “Nonrecoverable P&I Advance” and “Nonrecoverable Servicing Advance” that such Workout-Delayed Reimbursement Amounts would not ultimately be recoverable from Late Collections, Insurance Proceeds or
Liquidation Proceeds, or any other recovery on or in respect of the related Mortgage Loan or REO Loan, or (b) has determined in accordance with the Servicing Standard or such other applicable standard that such Workout-Delayed Reimbursement Amounts, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, would not ultimately be recoverable from the portion of Late Collections, Insurance Proceeds or Liquidation Proceeds in respect of the pool of the Mortgage Loans or REO Loans allocable to principal, or any other recovery on or in respect of the pool of Mortgage Loans or REO Loans allocable to principal.


                    “Nonrecoverable P&I Advance”:  Any P&I Advance previously made or proposed to be made in respect of any Mortgage Loan, any Pari Passu Companion Loan or any REO Loan by the Master Servicer or the Trustee, as the case may be, that, as determined by the Master Servicer, the Special Servicer or the Trustee, as applicable, in accordance with the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or the standard of care set forth in Section 8.01(a) (with respect to the Trustee), as applicable, with respect to such 


- 49 -







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; provided, that the Master Servicer will be permitted to conclusively rely upon any such nonrecoverability determination made by the Special Servicer.


                    “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 or the Trustee, as the case may be, that, as determined by the Master Servicer, the Special Servicer or the Trustee, in accordance with the Servicing Standard (in the case of the Master Servicer or the Special Servicer) or the standard of care set forth in Section 8.01(a) (with respect to the Trustee), 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; provided, that the Master Servicer will be permitted to conclusively rely upon any such nonrecoverability determination made by the
Special Servicer. 


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


                    “Non-United States Person”:  Any Person other than a United States Person.


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


                    “One & Two International Place Companion Holder”:  The holder of the One & Two International Place Companion Loan.


                    “One & Two International Place Companion Loan”:  That certain loan evidenced by a pari passu note, which is not an asset of the Trust Fund, secured by the Mortgaged Property securing the One & Two International Place Loan.


                    “One & Two International Place Companion Loan Securities”:  For so long as the One & Two International Place Loan or a successor REO Mortgage Loan with respect to the One & Two International Place Loan is part of the Trust Fund, any class of securities backed, wholly or partially, by the One & Two International Place Companion Loan.


                    “One & Two International Place Intercreditor Agreement”:  The Intercreditor and Servicing Agreement, dated as of January 10, 2005, by and between Wachovia Bank, National Association, as Lead Lender, and Wachovia Bank, National Association, as Co-Lender, in connection with the One & Two International Place Loan Pair.


                    “One & Two International Place Loan Pair”:  The One & Two International Place Loan, together with the One & Two International Place Companion Loan.


                    “One & Two International Place Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 1.


- 50 -







                    “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 the Trustee or the Master Servicer, as the case may be, except that any opinion of counsel relating to (a) the qualification of 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 the Special Servicer pursuant to Section 6.04 must be an opinion of counsel who is in fact Independent of the Master Servicer, the Special Servicer or the Depositor, as applicable.


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


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


                    “Original Class X-C Notional Amount”:  $2,723,531,639.


                    “Original Class X-P Notional Amount”:  $2,628,355,000.


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


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


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


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


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


                    “Pari Passu Companion Loan”:  Each of the 450 West 33rd Street Companion Loan and the One & Two International Place Companion Loan.


                    “Pari Passu Companion Loan Servicing Fee Rate”:  With respect to each Pari Passu Companion Loan, a rate equal to the Master Servicing Fee Rate for the related Pari Passu Mortgage Loan set forth on the Mortgage Loan Schedule less 0.02%.


                    “Pari Passu Mortgage Loan”:  Each of the 450 West 33rd Street Loan and the One & Two International Place Loan.


                    “Pass-Through Rate”:  With respect to:


- 51 -






	
   
 	
  
          (i)        the   Class A-1 Certificates for any Distribution Date, 4.430% per annum;
  
	
   
 	
   
 
	
   
 	
  
          (ii)       the   Class A-2 Certificates for any Distribution Date, 4.782% per annum;
  
	
   
 	
   
 
	
   
 	
  
          (iii)      the   Class A-3 Certificates for any Distribution Date, 5.003% per annum;
  
	
   
 	
   
 
	
   
 	
            (iv)      the   Class A-PB Certificates for any Distribution Date, 5.037% per annum;
  
	
   
 	
   
 
	
   
 	
  
          (v)       the   Class A-4 Certificates for any Distribution Date, the lesser of (1) 5.083%   per annum and (2) the Weighted Average Net Mortage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (vi)      the   Class A-1A Certificates for any Distribution Date, the lesser of (1) 5.111%   per annum and (2) the Weighted Average Net Mortage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (vii)     the   Class A-J Certificates for any Distribution Date, the lesser of (1) 5.224%   per annum and (2) the Weighted Average Net Mortage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (viii)    the   Class B Certificates for any Distribution Date, the lesser of (1) 5.287% per   annum and (2) the Weighted Average Net Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
            (ix)      the   Class C Certificates for any Distribution Date, the lesser of (1) 5.346% per   annum and (2) the Weighted Average Net Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (x)       the   Class D Certificates for any Distribution Date, the lesser of (1) 5.396% per   annum and (2) the Weighted Average Net Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (xi)      the   Class E Certificates for any Distribution Date, the Weighted Average Net   Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (xii)     the   Class F Certificates for any Distribution Date, the Weighted Average Net   Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (xiii)    the   Class G Certificates for any Distribution Date, the Weighted Average Net   Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
            (xiv)    the   Class H Certificates for any Distribution Date, the Weighted Average Net   Mortgage Rate for such date;
  




- 52 -






	
   
 	
  
          (xv)     the   Class J Certificates for any Distribution Date, the lesser of (1) 4.988% per   annum and (2) the Weighted Average Net Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (xvi)    the   Class K Certificates for any Distribution Date, the lesser of (1) 4.988% per   annum and (2) the Weighted Average Net Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (xvii)   the   Class L Certificates for any Distribution Date, the lesser of (1) 4.988% per   annum and (2) the Weighted Average Net Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
            (xviii)  the   Class M Certificates for any Distribution Date, the lesser of (1) 4.988%  per annum and (2) the Weighted Average Net   Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (xix)    the   Class N Certificates for any Distribution Date, the lesser of (1) 4.988% per   annum and (2) the Weighted Average Net Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (xx)     the   Class O Certificates for any Distribution Date, the lesser of (1) 4.988% per   annum and (2) the Weighted Average Net Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (xxi)    the   Class P Certificates for any Distribution Date, the lesser of (1) 4.988% per   annum and (2) the Weighted Average Net Mortgage Rate for such date;
  
	
   
 	
   
 
	
   
 	
  
          (xxii)   the   Class X-C Certificates for the initial Distribution Date, 0.049% per annum,   and for any subsequent Distribution Date, the weighted average of the Class   X-C 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); and
  
	
   
 	
   
 
	
   
 	
            (xxiii)  the   Class X-P Certificates for the initial Distribution Date, 0.473% per annum,   and for any subsequent Distribution Date, the weighted average of the Class   X-P Strip Rates for the respective Class X-P Components for such Distribution   Date (weighted on the basis of the respective Component Notional Amounts of   such Components outstanding immediately prior to such Distribution Date).
  




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


                    “Penalty Interest”:  With respect to any Mortgage Loan or Companion Loan (or successor REO Loan), any amounts collected thereon, other than late payment charges, Additional Interest, Prepayment Premiums or Yield Maintenance Charges, that represent penalty 


- 53 -







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 or Class Z Certificate, the percentage interest in distributions to be made with respect to the relevant Class, as stated on the face of such Certificate.


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


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

	
   
 	
  
          (i)        direct   obligations of, or obligations fully guaranteed as to timely payment of   principal and interest by, the United States or any agency or instrumentality   thereof (having original maturities of not more than 365 days), provided,   such obligations are backed by the full faith and credit of the United   States.  Such obligations must be   limited to those instruments that have a predetermined fixed dollar amount of   principal due at maturity that cannot vary or change or be liquidated prior   to maturity.  Interest may either be   fixed or variable. In addition, such obligations may not have a rating from   S&P with an “r” highlighter.  If   such interest is variable, interest must be tied to a single interest rate   index plus a single fixed spread (if any), and move proportionately with that
index;
  
	
   
 	
   
 
	
   
 	
            (ii)       repurchase   obligations with respect to any security described in clause (i) above   (having original maturities of not more than 365 days), provided, that   the short-term deposit or debt obligations, of the party agreeing to   repurchase such obligations are rated in the highest rating categories of   each of S&P, Moody’s and Fitch 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;
  




- 54 -






	
   
 	
  
          (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, Moody’s and Fitch 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, Moody’s and Fitch or such   lower rating as will not result in qualification, downgrading or withdrawal   of the ratings then assigned to the Certificates, as evidenced in writing by   the Rating Agencies.  The commercial   paper by its terms must have a predetermined fixed dollar amount of principal   due at maturity that cannot vary or change.    In addition, it may not have a rating from S&P with an “r”
highlighter and its terms must have a predetermined fixed dollar amount of   principal due at maturity that cannot vary or change.  Interest may either be fixed or   variable.  If such interest is   variable, interest must be tied to a single interest rate index plus a single   fixed spread (if any), and move proportionately with that index;
  
	
   
 	
   
 
	
   
 	
  
          (v)     units   of money market funds that maintain a constant asset value and which are rated   in the highest applicable rating category by Moody’s (if rated by Moody’s)   and which are rated “AAAm” or “AAAm G” by S&P and which are rated in the   highest applicable category by Fitch (if rated by Fitch) (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
  



- 55 -






	
   
 	
  
          (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”, “Aa3/P+” or “AA+/F1+” by   S&P, Moody’s or Fitch, 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 Disqualified Non-United States Person or a United States Person with respect to whom income on the Residual Certificate is allocable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other United States Person.


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


                    “Plan”:  As defined in Section 5.02(c).


                    “Plurality Residual Certificateholder”:  As to any taxable year of (i) REMIC I or (ii) REMIC II, the Holder of Certificates holding the largest Percentage Interest of the related Class of Residual Certificates.


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


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


                    “Prepayment Interest Shortfall”:  With respect to any Mortgage Loan that was subject to a Principal Prepayment in full or in part during any Collection Period, which Principal Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan’s Due Date in such Collection Period, the amount of interest, to the extent not collected from the related Mortgagor (without regard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per annum equal to the sum of (x) the related Net Mortgage 


- 56 -







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.  


                    “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;


                    (b)     the aggregate of all Principal Prepayments received on the Mortgage Loans  during the related Collection Period;


                    (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), in each case net of any portion of such payment that represents a recovery of the principal portion of any Scheduled Payment (other than a Balloon Payment) due, or the principal portion of any Assumed Scheduled Payment deemed due, in respect of such Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered;


                    (d)     the aggregate of the principal portion of all Liquidation Proceeds, Insurance Proceeds and, to the extent not otherwise included in clause (a), (b) or (c) above, payments that were received on the related Mortgage Loans during the related Collection Period and that were identified and applied by the Master Servicer and/or Special Servicer as recoveries


- 57 -







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;


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


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


                    (i)     any amounts that were used to reimburse Workout-Delayed Reimbursement Amounts (including interest on such Workout-Delayed Reimbursement Amounts) from principal collections on the Mortgage Loans pursuant to Section 3.05(a) hereof which are subsequently recovered on the related Mortgage Loan with respect to the Distribution Date related to the period in which such recovery occurs, less;


                    (j)     the amount of any reimbursements of (i) Nonrecoverable Advances (including interest on such Nonrecoverable Advances) that are paid or reimbursed from principal collections on the Mortgage Loans pursuant to Section 3.05(a) hereof with respect to such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts (including interest on such Workout-Delayed Reimbursement Amounts) that are paid or reimbursed from principal collections on the Mortgage Loans pursuant to Section 3.05(a) hereof with respect to such Distribution Date, in each case where such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date.


- 58 -







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


                    “Privileged Person”:  Any Certificateholder, Certificate Owner, any 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 Holders, any party hereto, any Underwriter or any designee of the Depositor; 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 K-1 or Exhibit K-2, as applicable which certification is available on the Trustee’s Internet
Website.


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


                    “Prospectus”:  The prospectus dated March 4, 2005 as supplemented by the Prospectus Supplement, relating to the Registered Certificates.


                    “Prospectus Supplement”: The final prospectus supplement dated March 18, 2005 of the Depositor relating to the registration of the Registered Certificates under the Securities Act.


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


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


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


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


- 59 -







Mortgage Loan or the related Mortgaged Property from a source other than the Trust Fund), 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 Institutional Buyer”:  A qualified institutional buyer within the meaning of Rule 144A under the Securities Act.


                    “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 insurance financial strength or claims paying ability rating of at least “A3” by Moody’s, “A” by S&P and “A” by Fitch (or the obligations of which are guaranteed or backed by a company having such a claims paying ability) (or, for purposes of general liability insurance only, 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)), 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, “A-” by Fitch 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 and Fitch)), or, in the case of clauses (i) and (ii), such other rating as each Rating Agency shall have confirmed in writing will not cause such Rating Agency to downgrade, qualify or withdraw the then-current rating assigned to any of the Certificates that are then currently being
rated by such Rating Agency.


                    “Qualified Substitute Mortgage Loan”:  A mortgage loan which must, on the date of substitution:  (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two
years less than, the remaining term to stated maturity of the deleted Mortgage Loan; (vi) have an original Loan-to-Value Ratio not higher than that of the deleted Mortgage Loan and a current Loan-to-Value Ratio not higher than the then current Loan-to-Value Ratio of the deleted Mortgage Loan; (vii) comply as of the date of substitution with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an Environmental Assessment that indicates no adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as a part of the related Servicing File; (ix) have an original Debt Service Coverage Ratio (calculated to include the additional debt from any encumbrance) of not less than the original Debt Service Coverage Ratio (calculated to include the additional 


- 60 -







debt from any encumbrance) of the deleted Mortgage Loan and a current Debt Service Coverage Ratio (calculated to include the additional debt from any encumbrance) of not less than the current Debt Service Coverage Ratio (calculated to include the additional debt from any encumbrance) of the deleted Mortgage Loan; (x)  be determined by an Opinion of Counsel (at the applicable Mortgage Loan Seller’s expense) to be a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date two years prior to the Rated Final Distribution Date; (xii) not be substituted for a deleted Mortgage Loan unless the Trustee has received prior confirmation in writing by each Rating Agency that such substitution will not result in the withdrawal, downgrade, or qualification of the rating assigned by the Rating Agency to any Class of Certificates then rated by the Rating Agency (the cost, if
any, of obtaining such confirmation to be paid by the Mortgage Loan Seller); (xiii) have a date of origination that is not more than 12 months prior to the date of substitution; (xiv) have been approved by the Controlling Class Representative (or, if there is no Controlling Class Representative then serving, by the Holders of Certificates representing a majority of the Voting Rights allocated to the Controlling Class); (xv) not be substituted for a deleted Mortgage Loan if it would result in the termination of the REMIC status of 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 imposed by the terms of this Agreement, as determined  by an Opinion of Counsel (at the applicable Mortgage Loan Seller’s expense) and (xvi) become a part of the same Loan Group as the deleted Mortgage Loan.  In the event that one or more mortgage loans are substituted for one or more deleted Mortgage Loans, then

the amounts described in clause (i) shall be determined on the basis of aggregate principal balances and the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided, that no individual 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 March 2042, 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 (without regard to the related Stated Maturity Date).


                    “Rating Agency”:  Each of Moody’s, S&P and Fitch.


                    “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 


- 61 -







Interest, Prepayment Premiums or Yield Maintenance Charges), plus (c) any related unreimbursed Servicing Advances and any unreimbursed interest on any Advances as of the commencement of the Collection Period in which the Final Recovery Determination was made, together with any new related Servicing Advances made during such Collection Period, minus (d) all payments and proceeds, if any, received in respect of such Mortgage Loan or the REO Property that relates to such REO Loan, as the case may be, during the Collection Period in which such Final Recovery Determination was made; (2) each defaulted Mortgage Loan as to which any portion of the principal or previously accrued interest (other than Additional Interest and Penalty Interest) payable thereunder was canceled in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted or agreed to by the Special
Servicer pursuant to Section 3.20, the amount of such principal and/or interest so canceled; (3) each Mortgage Loan as to which the Mortgage Rate thereon has been permanently reduced and not recaptured for any period in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted or agreed to by the Special Servicer pursuant to Section 3.20, the amount of the consequent reduction in the interest portion of each successive Periodic Payment due thereon (each such Realized Loss shall be deemed to have been incurred on the Due Date for each affected Periodic Payment); and (4) each Mortgage Loan for which a Final Recovery Determination has been made, to the extent not included in clause (1) above, Nonrecoverable Advances (including interest on such Nonrecoverable Advance) to the extent amounts have been paid from the Principal Distribution Amount pursuant to Section 3.05(a) hereof.  


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


                    “Registered Certificate”:  Any Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-J, Class B, Class C or Class D Certificate.


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


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


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


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


                    “REMIC I”:  The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder with respect to which a separate REMIC election is to be made and, consisting of:  (i) all of the Mortgage Loans as from time to time are subject to this Agreement and all payments under and proceeds of such Mortgage Loans received after the Closing Date (excluding all Additional Interest on such Mortgage Loans), 


- 62 -







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 with respect to a Mortgage Loan in the Interest Reserve Account, the Certificate Account, the Distribution Account, the Gain-on-Sale Reserve Account and any REO Account; (iii) any REO Property acquired in respect of a Mortgage Loan; (iv) the rights of the Depositor under Sections 2, 3, 9, 11, 12, 13, 14, 16, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements with respect to such Mortgage Loans; and (v) the rights of the mortgagee under all Insurance Policies with respect to such Mortgage Loans, in each of the foregoing clauses exclusive of the interest of the holder of a Companion Loan therein.


                    “REMIC I Pass-Through Rate”:  As set forth in the Preliminary Statement.


                    “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 REMIC I Principal Balance of the Corresponding 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(e), 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(d).


                    “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: held as an asset of REMIC II and having the original REMIC I Principal Balance and REMIC I Pass-Through Rate as described in the Preliminary Statement hereto.


                    “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 2.10, 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-PB, Class A-4, Class A1-A, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class X-C, Class X-P, Class J, Class K, Class L, Class M, Class N, Class O, Class P or Class R-II Certificate.


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


- 63 -







                    “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 “Allied Capital Corporation, as Special Servicer, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17.”


                    “REO Acquisition”:  The acquisition of any REO Property by the Trust Fund pursuant to Section 3.09.


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


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


                    “REO Loan”:  The Mortgage Loan deemed for purposes hereof to be outstanding with respect to each REO Property.  Each REO Loan shall be deemed to be outstanding for so long as the related REO Property remains part of REMIC I and deemed to provide for Periodic Payments of principal and/or interest equal to its Assumed Scheduled Payment and otherwise to have the same terms and conditions as its predecessor Mortgage Loan (such terms and conditions to be applied without regard to the default on such predecessor Mortgage Loan and the acquisition of the related REO Property as part of the Trust Fund).  Each REO Loan shall be deemed to have an initial unpaid principal balance and Stated Principal Balance equal to the unpaid principal balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan (or,
if applicable, Companion Loan) as of the date of the related REO Acquisition.  All Scheduled Payments (other than a Balloon Payment), Assumed Scheduled Payments (in the case of a Balloon Mortgage Loan delinquent in respect of its Balloon Payment) and other amounts due and owing, or deemed to be due and owing, in respect of the predecessor Mortgage Loan as of the date of the related REO Acquisition, shall be deemed to continue to be due and owing in respect of an REO Loan.  In addition, Nonrecoverable Advances and Unliquidated Advances (including interest on such Nonrecoverable Advances and Unliquidated Advances) with respect to such REO Loan that were paid from collections on the Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced pursuant to Section 3.05(a) hereof, shall be deemed outstanding until recovered or until a Final Recovery Determination is made.  Collections in respect of each REO Loan (after provision for amounts to be applied to the

payment of, or to be reimbursed to the Master Servicer, the Special Servicer or the Trustee for the payment of, the costs of operating, managing, selling, leasing and maintaining the related REO Property or for the reimbursement of the Master Servicer, the Special Servicer or the Trustee for Advances as provided in this Agreement) shall be treated:  first, as a recovery of Nonrecoverable Advances and Unliquidated Advances (including interest on such Nonrecoverable Advances or Unliquidated Advances) with respect to such REO Loan, in each case that relate to Advances that were paid from collections on the Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced pursuant to Section 3.05(a) hereof; second, as a recovery of accrued and unpaid interest on such REO Loan at the related Mortgage Rate to but not including the Due Date in the Collection Period of receipt (exclusive of 


- 64 -







any portion thereof that constitutes Additional Interest); third, as a recovery of principal of such REO Loan to the extent of its entire unpaid principal balance; and fourth, in accordance with the normal servicing practices of the Master Servicer, as a recovery of any other amounts due and owing in respect of such REO Loan, including, without limitation, (i) Yield Maintenance Charges, Prepayment Premiums and Penalty Interest and (ii) Additional Interest and other amounts, in that order.  Notwithstanding the foregoing, all amounts payable or reimbursable to the Master Servicer, the Special Servicer or the Trustee in respect of the predecessor Mortgage Loan as of the date of the related REO Acquisition, including, without limitation, any unpaid Servicing Fees and any unreimbursed Servicing Advances and P&I Advances, together with any interest accrued and payable to the Master Servicer, the Special Servicer or the Trustee in respect of such
Servicing Advances and P&I Advances in accordance with Sections 3.03(d) and 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer or the Trustee, as the case may be, in respect of an REO Loan pursuant to Section 3.05(a).


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


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


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


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


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


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


                    “Required Appraisal Mortgage Loan”:  Each Mortgage Loan (including the Pari Passu Companion Loans) (i) that is sixty (60) days or more delinquent in respect of any Periodic Payments, (ii) that becomes an REO Loan, (iii) that has been modified by the Special Servicer to reduce the amount of any Periodic Payment (other than a Balloon Payment), (iv) with respect to which a receiver is appointed and continues in such capacity in respect of the related Mortgaged Property, (v) with respect to which a Mortgagor declares bankruptcy or with respect to which the related Mortgagor is subject to a bankruptcy proceeding, (vi) with respect to which any Balloon Payment on such Mortgage Loan (including the Pari Passu Companion Loans) has not been paid by its scheduled maturity date, unless the Master Servicer
has, on or prior to 60 days following the Stated Maturity Date, received written evidence from an institutional lender of such lender’s 


- 65 -







binding commitment to refinance such Mortgage Loan (including the related Pari Passu Companion Loan) within 120 days after the Due Date of such Balloon Payment (provided, that if such refinancing does not occur during such time specified in the commitment, the related Mortgage Loan (including the Pari Passu Companion Loans) will immediately become a Required Appraisal Mortgage Loan) or (vii) that is outstanding 60 days after the third anniversary of an extension of its Stated Maturity Date; provided, however, that a Required Appraisal Mortgage Loan will cease to be a Required Appraisal Mortgage Loan;


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


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


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


                    “Required Appraisal Value”:  An amount equal to 90% of the Appraised Value (net of any prior liens and estimated liquidation expenses and any other downward adjustments the Special Servicer may deem appropriate (without implying any obligation to do so) based upon its review of the Appraisal and such other information as the Special Servicer may deem appropriate) 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.


- 66 -







                    “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 Office of the initial Trustee, and (ii) any successor trustee, any officer or assistant officer in the corporate trust department of the successor trustee, or any other officer or assistant officer of the successor trustee customarily performing functions similar to those performed by any of the above designated officers to whom a particular matter is referred by the successor trustee because of such officer’s knowledge of and familiarity with the particular subject. 


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


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


                    “Sarbanes-Oxley Act”:  The Sarbanes-Oxley Act of 2002.


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


                    “Securities Act”:  The Securities Act of 1933, as amended.


                    “Senior Certificate”:  Any Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, or Class X Certificate.


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


                    “Sequential Pay Certificates”: Any Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, 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.


- 67 -







                    “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, CMSA Property File, the CMSA Advance Recovery Report and a report reconciling Penalty Interest and late payment charges collected with interest on Advances and Additional Trust Fund Expenses.


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


                    “Servicing Advances”:  All customary, reasonable and necessary “out of pocket” costs and expenses incurred by or on behalf of the Master Servicer, the Special Servicer or the Trustee in connection with the servicing of a Mortgage Loan or a Companion Loan, or in connection with the administration of any related REO Property, including, but not limited to, the cost of (a) compliance with the obligations of the Master Servicer and the Special Servicer, if any, set forth in Section 3.02 and Section 3.03(c), (b) the preservation, insurance, restoration, protection and management of a Mortgaged Property, including the cost of any “forced placed” insurance policy purchased by the Master Servicer to the extent such cost is allocable to a particular Mortgaged Property that the Master Servicer or the
Special Servicer is required to cause to be insured pursuant to Section 3.07(a), (c) obtaining any Insurance Proceeds or any Liquidation Proceeds of the nature described in clauses (i) through (v) of the definition of “Liquidation Proceeds,” (d) any enforcement or judicial proceedings with respect to a Mortgaged Property, including, without limitation, foreclosures, (e) any Required Appraisal or other appraisal expressly required or permitted to be obtained hereunder, (f) the operation, management, maintenance and liquidation of any such 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.


- 68 -







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


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


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


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


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


                    “Servicing Standard”:  With respect to the Master Servicer or the Special Servicer, as applicable, the servicing and administration of the Mortgage Loans and Companion Loans for which it is responsible hereunder (a) in the same manner in which, and with the same care, skill, prudence and diligence with which, the Master Servicer or the Special Servicer, as the case may be, generally services and administers similar mortgage loans with similar borrowers (i) for other third-parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own loans or (ii) held in its own portfolio, whichever standard is higher, (b) with a view to the maximization of the recovery on such Mortgage Loan on a net present value basis and the
best interests of the Certificateholders and the Trust Fund or, if a Loan Pair is involved, with a view towards the maximization of recovery on such Loan Pair to the Certificateholders, the related Companion Holders and the Trust Fund (as a collective whole, taking into account that the Subordinate Companion Loans are subordinate to the related Co-Lender Loans and the Pari Passu Companion Loans are pari passu in right of payment with the related Pari Passu Mortgage Loan, in each case to the extent set forth in the related Intercreditor Agreement), and (c) without regard to (i) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof may have with the related Mortgagor, the Depositor, any Mortgage Loan Seller or any other party to the transaction or any Affiliate thereof; (ii) the ownership of any Certificate or Companion Loan (or other interests in any Mortgage Loan or Companion Loan Securities) by the Master Servicer or the Special

Servicer, as the case may be, or by any Affiliate thereof; (iii) the right of the Master Servicer or the Special Servicer, as the case may be, to receive compensation or other fees for its services rendered pursuant to this Agreement; (iv) the obligations of the Master Servicer to make Advances; (v) the ownership, servicing or management by the Master Servicer or the Special Servicer or any Affiliate thereof for others of any other mortgage loans or 


- 69 -







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 (h) 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 Reserve Account”:  As used herein, the Trustee may create a segregated custodial account or accounts pursuant to Section 2.02(d) in trust for the Certificateholders, which shall be entitled “Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17 and [name of party providing the funds]”.  Any such account will be an Eligible Account.


                    “Special Servicer”:  Allied Capital Corporation, 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.


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


                    (a)     the related Mortgagor shall have (i) failed to make when due any Balloon Payment; provided, however, that if the Mortgagor continues to make its Assumed Scheduled Payment and diligently pursues refinancing, a Servicing Transfer Event shall not occur until 60 days following such default (or, if the Mortgagor has on or prior to the 60th day following such default produced a written refinancing commitment that is reasonably acceptable to the Special Servicer and the Controlling Class Representative has given its consent (which consent shall be deemed denied if not granted within 10 Business Days), 120 days following such default); or (ii) failed to make when due any Periodic Payment (other than a Balloon Payment), and such failure has continued unremedied for 60 days, unless, with respect to any
Co-Lender Loan, the related Companion Holder effects a cure in accordance with the related Intercreditor Agreement; or


- 70 -







                    (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 (with written notice of any such determination by the Special Servicer to be promptly given by the Special Servicer to the Master Servicer) 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 the Special Servicer (in the case of the Special Servicer, with the consent of the Controlling Class Representative) shall have determined (with written notice of any such determination by the Special Servicer to be promptly given by the Special Servicer to the Master Servicer), 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 if applicable, holders of the related Companion Loans, as a collective whole, and is likely to continue unremedied beyond the
applicable grace period under the terms of the Mortgage Loan (or, if no grace period is specified, for 60 days, provided, that a default that 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 with the consent of the Controlling Class Representative determines that the related Mortgagor does not need to maintain terrorism insurance as provided in Section 3.07(a), no default related to the failure to obtain such insurance shall be deemed to be outstanding for purposes of this clause(c); or


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


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


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


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


- 71 -







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

	
   
 	
  
          (i)       with   respect to the circumstances described in clause (a) above, when the related   Mortgagor has made three consecutive full and timely Periodic Payments under   the terms of such Mortgage Loan or 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) and (g) above, when such   default is cured; and
  
	
   
 	
   
 
	
   
 	
  
          (iv)      with   respect to the circumstances described in clause (h) above, when such   proceedings are terminated;
  




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


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


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


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


- 72 -







                    “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 or   the Trustee and distributed to Certificateholders on or before such date of   determination;
  
	
   
 	
   
 
	
   
 	
  
          (ii)      all   Principal Prepayments received with respect to such Mortgage Loan after the   Cut-Off Date or the related date of substitution, as the case may be, to the   extent distributed to Certificateholders on or before such date of   determination;
  
	
   
 	
   
 
	
   
 	
  
          (iii)      the   principal portion of all Insurance Proceeds and Liquidation Proceeds received   with respect to such Mortgage Loan after the Cut-Off Date or the related date   of substitution, as the case may be, to the extent distributed to   Certificateholders on or before such date of determination;
  
	
   
 	
   
 
	
   
 	
  
          (iv)      the   principal portion of any Realized Loss incurred in respect of such Mortgage   Loan during the related Collection Period; and
  
	
   
 	
   
 
	
   
 	
            (v)       any   amount of reduction in the outstanding principal balance of such Mortgage   Loan resulting from a Deficient Valuation that occurred prior to the end of   the Collection Period for the most recent Distribution Date.
  




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

	
   
 	
  
          (A)       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
  
	
   
 	
   
 
	
   
 	
  
          (B)       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.
  




- 73 -







                    A Mortgage Loan or an REO Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation Event, would have been) distributed to Certificateholders.  In addition, to the extent that principal from general collections is used to reimburse Nonrecoverable Advances pursuant to Section 3.05(a)(vii) hereof and Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(vii) (which Workout-Delayed Reimbursement Amounts, so long as they are not Nonrecoverable Advances, are only reimbursable from principal collections on the Mortgage Pool as set forth in this
Agreement) hereof and such amount has not been included as part of the Principal Distribution Amount, such amount shall nevertheless be deemed to be part of the Principal Distribution Amount for purposes of clauses (i), (ii) and (iii) above.  Notwithstanding the foregoing, if any Mortgage Loan is paid in full, liquidated or otherwise removed from the Trust Fund, commencing as of the first Distribution Date following the Collection Period during which such event occurred, the Stated Principal Balance of such Mortgage Loan will be zero.


                    With respect to any Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan.  


                    “Subordinate Companion Holder”:  The holders of any Subordinate Companion Loans.  


                    “Subordinate Companion Loan”:  Each of the Great Wolf Resorts Companion Loan, the Cabrillo Palisades Companion Loan, the Cadbury Schweppes Companion Loan, the Marathon Center Companion Loan, the Firewheel Corners Shopping Center Companion Loan, the Market Fair Shopping Center Companion Loan and the Kmart Plaza Shopping Center Companion Loan,.  


                    “Subordinated Certificate”:  Any Class A-J, 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 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.


- 74 -







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


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


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


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


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


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


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


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


                    “Trustee Fee”:  With respect to each Mortgage Loan 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”:  0.0004% per annum.


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


- 75 -







                    “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, Countrywide Securities Corporation, Citigroup Global Markets Inc., ABN AMRO Incorporated, Credit Suisse First Boston LLC and Goldman, Sachs & Co., or in each case, its successor in interest.


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


                    “Unliquidated Advance”:  Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (ii) and (vi) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO Property in respect of which the Advance was made.


                    “Unrestricted Servicer Reports”:  Each of the CMSA Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Loan Level Reserve/LOC Report, CMSA Historical Liquidation Report, CMSA REO Status Report and the CMSA Advance Recovery Report.


                    “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-PB, Class A-4, Class A-1A, Class A-J, 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 (which proportion shall be calculated as equal to the product of 96% and a fraction, the numerator of which is equal to the aggregate Certificate Balance of the related Class of Certificates
(adjusted as provided in the immediately succeeding provisos) and the denominator of which is equal to the aggregate Certificate Balances of all Classes of Certificates referenced above, determined as of the Distribution Date immediately preceding such time); 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 


- 76 -







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 X Certificates (allocated, pro rata, between the Class X-C and Class X-P Certificates based upon their Notional Amounts).  The Class Z 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 March 1, 2005 between the Depositor and Wachovia and relating to the transfer of the Wachovia Mortgage Loans to the Depositor.


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


                    “Weighted Average Net Mortgage Rate”:  With respect to any Distribution Date, the rate per annum equal to the weighted average, expressed as a percentage and rounded to six decimal places, of the respective Net Mortgage Rates applicable to the Mortgage Loans 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.


                    “Westland Mall Loan”:  That certain Mortgage Loan identified on the Mortgage Loan Schedule as loan number 43.


                    “Westland Mall Mezzanine Intercreditor Agreement”:  The Amended and Restated Intercreditor Agreement, dated as of December 15, 2004, by and between Countrywide Commercial Real Estate Finance, Inc., as senior lender and Countrywide Commercial Real Estate Finance, Inc., as mezzanine lender, in connection with the Westland Mall Loan.


                    “Workout-Delayed Reimbursement Amounts”:  With respect to any Mortgage Loan, the amount of any Advance made with respect to such Mortgage Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Monthly Payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance (and any interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan becomes a Corrected Mortgage Loan and (ii) the amount of such Advance (and any interest thereon) becomes an obligation of the Mortgagor to pay such amount over a period of time rather than immediately or on the next Due Date under the terms of the modified loan
documents


- 77 -







                    “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 0.055 is the decimal version of the percentage 5.5% and 0.16667 is the decimal version of the exponential power.  The MEY in the above calculation is 5.44%.


ARTICLE II


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


          Section 2.01.     Conveyance of Mortgage Loans.


                    (a)     The Depositor, concurrently with the execution and delivery hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, in trust, without recourse, for the benefit of the Certificateholders (and for the benefit of the other parties to this Agreement as their respective interests may appear) all the right, title and interest of the Depositor, in, to and under (i) the Mortgage Loans and all documents included in the related 


- 78 -







Mortgage Files and Servicing Files, (ii) the rights of the Depositor under Sections 2, 3, 9, 11, 12, 13, 14, 16, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, and (iii) all other assets included or to be included in the Trust Fund.  Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and due after the Cut-Off Date.  The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 11.07, is intended by the parties to constitute a sale.


                    (b)     In connection with the Depositor’s assignment pursuant to Section 2.01(a) above the Depositor shall direct, and hereby represents and warrants that it has directed, each Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement, to deliver to and deposit with, or cause to be delivered to and deposited with, the Trustee or a Custodian appointed thereby (with a copy to the Master Servicer and Special Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned and the Servicing File to the Master Servicer.  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, which will not be at the expense of the Special Servicer) at the expense of the
Special Servicer.  None of the Trustee, any Custodian, the Master Servicer or the Special Servicer shall be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b).


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


- 79 -







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


                    (d)     The Trustee shall, for a fee paid to the Trustee by the Depositor on the Closing Date as to each Mortgage Loan promptly (and in any event within 90 days following the latest of (i) the Closing Date, (ii) the delivery of all assignments and UCC Financing Statements to the Trustee and (iii) the date on which the Trustee receives, with respect to the original recorded or filed documents relating to such assignments and UCC Financing Statements, all necessary recording and filing information required for the recording or filing of such assignments and UCC Financing Statements) cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate and to the extent timely delivered to the Trustee in final, recordable
form, each assignment of Mortgage, assignment of Assignment of Leases and any other recordable documents (to the extent the Trustee has actual knowledge that such documents are to be recorded) relating to each such Mortgage Loan, in favor of the Trustee referred to in clause (iv)(a), (b) and (c), respectively, of the definition of “Mortgage File” and each UCC-2 and UCC-3 assignment in favor of the Trustee and so delivered to the Trustee and referred to in clause (viii) of the definition of “Mortgage File.”  The applicable Mortgage Loan Seller shall reimburse the Trustee for all reasonable costs and expenses incurred for recording any documents described in clause (iv)(c) of the definition of “Mortgage File.”  Each such assignment, UCC-2 and UCC-3 shall reflect that the recorded original should be returned by the public recording office to the Trustee or its designee following recording, and each such UCC-2 and UCC-3 assignment shall reflect that the file copy
thereof should be returned to the Trustee or its designee following filing; provided, that in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the Trustee shall obtain therefrom a certified copy of the recorded original, at the expense of the Depositor.  If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Trustee shall direct the related Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement to promptly prepare or cause to be prepared a substitute therefor or cure such defect, as the case may be, and thereafter the Trustee shall upon receipt thereof cause the same to be duly recorded or filed, as appropriate.  Upon request, the Trustee shall forward to the Master Servicer a copy of each of the aforementioned recorded assignments following the Trustee’s receipt thereof, 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 


- 80 -







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


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


          Section 2.02.     Acceptance of the Trust Fund by Trustee.


                    (a)     The Trustee, by its execution and delivery of this Agreement, acknowledges receipt of the Depositor’s assignment to it of the Depositor’s right, title and interest in the assets that constitute the Trust Fund, and further acknowledges receipt by it or a Custodian on its behalf, subject to the provisos in the definition of “Mortgage File” and the provisions of Section 2.01 and subject to the further limitations on review provided for in Section 2.02(b) and the exceptions noted on the schedule of exceptions of (i) the Mortgage File delivered to it for each Mortgage Loan and (ii) a copy of a fully executed counterpart of each 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 Holders.  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 (or lost note affidavit), the Mortgage (or an executed copy thereof), the lender’s title policy (original or copy or marked-up title commitment marked as binding and countersigned by the title company or its authorized agent or an agreement
to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company), a copy of any related Ground Leases, the original (or copy if the original has been delivered to the Master Servicer) of any related letters of credit (and the related transfer or assignment documents, if applicable), as described in clauses (i), (ii), (vii), (ix)(a) and (xii), respectively, of the definition of Mortgage File are in its possession.  


                    With respect to the schedule of exceptions described in the preceding paragraph, within fifteen (15) Business Days (or, in the Controlling Class Representative’s reasonable discretion, thirty (30) Business Days) of the Closing Date, with respect to the documents specified in clauses (i), (ii), (vii), (ix) (solely with respect to Ground Leases) and (xii) of the definition of Mortgage File, the related Mortgage Loan Seller shall cure any material exception


- 81 -







listed therein (for the avoidance of doubt, any deficiencies with respect to the documents specified in clause (ii) resulting solely from a delay in the return of the related documents from the applicable recording office, shall be cured in the time and manner described in Section 2.01(c)).  If such exception is not so cured, the related Mortgage Loan Seller shall either (1) repurchase the related Mortgage Loan, (2) with respect to exceptions relating to clause (xii) of the definition of “Mortgage File”, deposit with the Trustee (who shall promptly notify the Master Servicer thereof) an amount, to be held in a Special Reserve Account, equal to the amount of the undelivered letter of credit (in the alternative, the related Mortgage Loan Seller may deliver to the Trustee, with a certified copy to the Master Servicer, a letter of credit for the benefit of the Master Servicer on behalf of the Trustee and upon the same terms and conditions as the
undelivered letter of credit) which the Master Servicer on behalf of the Trustee may use (or draw upon, as the case may be) under the same circumstances and conditions as the Master Servicer would have been entitled to draw on the undelivered letter of credit, or (3) with respect to any exceptions relating to clauses (i), (ii) and (vii), deposit with the Trustee an amount, to be held in trust in a Special Reserve Account, equal to 25% of the Stated Principal Balance of the related Mortgage Loan.  Any letter of credit or funds deposited pursuant to clauses (2) and (3) shall be held pursuant to the related Mortgage Loan Purchase Agreement by the Trustee until the earlier of (x) the date on which the Master Servicer certifies to the Trustee and the Controlling Class Representative that such exception has been cured (or the Trustee certifies the same to the Controlling Class Representative), at which time such funds or letter of credit, as applicable, shall be returned to the related Mortgage Loan
Seller and (y) thirty (30) Business Days or, if the Controlling Class Representative extends the Cure Period, forty-five (45) Business Days after the Closing Date; provided, however, that if such exception is not cured within such thirty (30) Business Days or forty-five (45) Business Days, as the case may be, (A) in the case of clause (2), the Trustee shall retain such funds on deposit in the related Special Reserve Account, or (B) in the case of clause (3), the related Mortgage Loan Seller shall repurchase the related Mortgage Loan in accordance with the terms and conditions of Section 2.03(b) or the related Mortgage Loan Purchase Agreement, at which time such funds shall be applied to the Purchase Price of the related Mortgage Loan.  Any funds or letter of credit deposited pursuant to clauses (2) or (3) shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions, and the related Mortgage Loan Seller shall be treated as the beneficial owner
thereof (and any amounts reimbursed by REMIC I or REMIC II) and shall be taxed on any reinvestment income with respect to such funds.


                    (b)     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 (and with respect to a Companion Loan, only those items required pursuant to the definition of
“Mortgage File”) 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 


- 82 -







Trustee to be required, clauses (iii), (iv)(b), (iv)(c), (vi), (viii), (ix)(a) and (xii) 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 (xiii) 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(b) and for purposes of determining (subject to the proviso at the end of this sentence) where to file UCC Financing Statements, 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 pursuant to Section 2.01(d) will be delivered by the related
Mortgage Loan Seller to the Trustee on the new national forms, in recordable form and completed pursuant to Revised Article IX of the UCC.  The Trustee will submit such UCC Financing Statements for filing in the state of incorporation of the related Mortgagor as so indicated on the documents provided.


                    (c)     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.


                    (d)     The Trustee may establish a Special Reserve Account which shall be an Eligible Account, and the Trustee or its designee shall deposit any amount required to be deposited in a Special Reserve Account within one Business Day of receipt.  The related Mortgage Loan Seller may direct the Trustee to invest or cause the investment of the funds deposited in the Special Reserve Account in Permitted Investments that bear interest or are sold at a discount and that mature, unless payable on demand, no later than the Business Day prior to the next P&I Advance Date.  The Trustee shall act upon the written instructions of the Mortgage Loan Seller with respect to the investment of the funds in the Special Reserve Account in such Permitted Investments, provided, that in the absence of appropriate and timely
written instructions from the related Mortgage Loan Seller, the Trustee shall not have any obligation to invest or direct the investment funds in such Special Reserve Account.  All income and gain realized from the investment of funds deposited in such Special Reserve Account shall be for the benefit of the related Mortgage Loan Seller and shall be withdrawn by the Trustee or its designees and remitted to the related Mortgage Loan Seller on each P&I Advance Date (net of any losses incurred), and the related Mortgage Loan Seller shall remit to the Trustee from the


- 83 -







related Mortgage Loan Seller’s own funds for deposit into such Special Reserve Account the amount of any Net Investment Loss (net of Net Investment Earnings) in respect of such Permitted Investments immediately upon realization of such Net Investment Losses and receipt of written notice thereof from the Trustee, provided, that the Mortgage Loan Seller shall not be required to deposit any loss on an investment of funds in the Special Reserve 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 Special Reserve Account, provided, that such depository institution is not the same entity as such Mortgage Loan Seller.  The Special Reserve Account shall be considered an “outside reserve fund” within the meaning of the REMIC Provisions, and such Special Reserve Account (or any reimbursement from REMIC I or REMIC II with respect
thereto) will be beneficially owned by the Mortgage Loan Seller, who shall be taxable on all income, if any, with respect thereto.


                    (e)     With respect to exceptions related to clause (xii) of the definition of “Mortgage File” and any cash or substitute letters of credit held by the Trustee in the Special Reserve Account from time to time, if circumstances arise in servicing the related Mortgage Loan such that the Master Servicer or Special Servicer, as the case may be, is entitled to draw upon the undelivered letter of credit, the Master Servicer or Special Servicer, as the case may be, shall present an Officer’s Certificate to the Trustee requesting that the cash or substitute letter of credit held in the Special Reserve Account, be remitted or released, as the case may be, and the Trustee shall remit such cash or release such substitute letter of credit within one (1) Business Day of receipt of such Officer’s
Certificate.  Upon release of any substitute letter of credit to the Master Servicer or Special Servicer, the Trustee shall no longer be responsible for such letter of credit.


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


                    (a)           If any party hereto discovers or receives notice that any document or documents constituting a part of a Mortgage File has not been properly executed, is missing (beyond the time period required for its delivery hereunder), contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear to be regular on its face (each a “Document Defect”), or discovers or receives notice of a breach of any representation or warranty relating to any Mortgage Loan set forth in the applicable Mortgage Loan Purchase Agreement (a “Breach”), the party discovering such Document Defect or Breach shall give written notice (which notice, in respect of any obligation of the
Trustee to provide notice of a Document Defect, shall be deemed given by the delivery of the certificate as required by Section 2.02(a)) to the other parties hereto, to the Majority Subordinate Certificateholder and to the Rating Agencies 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, the interest of the Trust therein or the interests of any Certificateholder, 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


- 84 -







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 applicable Mortgage Loan Purchase Agreement, (ii) repurchase the affected Mortgage Loan in accordance with Section 3(c) of the related Mortgage Loan Purchase Agreement, or (iii) within two years of the Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan and pay the Master Servicer for deposit into the Certificate Account any Substitution Shortfall Amount in connection therewith in accordance with
Sections 3(c) and 3(d) of the applicable Mortgage Loan Purchase Agreement; provided, however, that if such Document Defect or Breach is capable of being cured, but not within such ninety (90) day period, such Document Defect or Breach does not relate to the Mortgage Loan not being treated as a “qualified mortgage” within the meaning of the REMIC Provisions, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such ninety (90) day period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan); 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, any letter of credit, franchise agreement or any comfort letter and comfort letter transfer documents (collectively, the “Material Core Documents”)) shall be considered to materially and adversely affect the interests of any Certificateholder, the interest of the Trust therein 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; provided, further, with respect to Document Defects which materially and adversely affect the interest of any Certificateholder, the interests of the Trust therein or the value of the related Mortgage Loan, other than with respect to Document Defects relating to the Material Core Documents, any applicable cure period following the initial ninety (90) day cure period may be extended by the Master Servicer or the Special Servicer if the document involved is not needed imminently.  Such extension will end upon 30 days notice of such need as reasonably determined by the Master Servicer or Special Servicer (with a possible 30 day extension if the Master Servicer or Special Servicer agrees that the applicable Mortgage Loan Seller is diligently pursuing a cure).  Pursuant to the related Mortgage Loan Purchase Agreement, the related Mortgage Loan Seller shall cure all Document Defects, which
materially and adversely affect the interests of any Certificateholder, the interests of the Trust therein or the value of the related Mortgage Loan, regardless of the document involved no later than 2 years following the Closing Date; provided, however, that the initial ninety (90) day cure period referenced above shall not be reduced.  For a period of two years from the Closing Date, so long as there remains any 


- 85 -







Mortgage File as to which there is any uncured Document Defect and so long as the applicable Mortgage Loan Seller shall provide the Officer’s Certificate pursuant to Section 3(c) of the applicable Mortgage Loan Purchase Agreement, the Trustee shall on a quarterly basis prepare and deliver to the other parties a written report as to the status of such uncured Document Defects as provided in this Section 2.03.  If the affected Mortgage Loan is to be repurchased or substituted, the Master Servicer shall designate the Certificate Account as the account to which funds in the amount of the Purchase Price or the Substitution Shortfall Amount, as applicable, are to be wired.  Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis.  


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


                    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 (any expenses incurred by the Trustee or the Master Servicer in connection with any modification or accommodation referred to in such Mortgage Loan Purchase Agreement (including but not limited to reasonable attorney fees) shall be paid by the related Mortgage Loan Seller), 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.  However, such forbearance shall only continue until the Loan Documents related to such Crossed Loans can be modified in a manner compliant with the Mortgage Loan Purchase Agreements including, without limitation, obtaining a REMIC opinion at the expense of the related Mortgage Loan Seller.  


- 86 -







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


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


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


- 87 -







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


                    (f)     Notwithstanding the foregoing, if there exists a Breach relating to whether or not the Mortgage Loan documents or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s) with respect to matters described in Representations 23 and 43 of the applicable Mortgage Loan Purchase Agreement, then the Master Servicer shall (and the Special Servicer may) direct the related Mortgage Loan Seller in writing to wire transfer to the Certificate Account, within 90 days of such Mortgage Loan Seller’s receipt of such direction, the amount of any such costs and expenses borne by the Trust Fund that are the basis of such Breach.  Upon its making such deposit, the related Mortgage Loan Seller shall

be deemed to have cured such Breach in all respects.  Provided such payment is made in full, this paragraph describes the sole remedy available to the Certificateholders, the Master Servicer, the Special Servicer, and the Trustee on their behalf regarding any such Breach and the related Mortgage Loan Seller shall not be obligated to repurchase the affected Mortgage Loan on account of such Breach or otherwise cure such Breach.  Amounts deposited in the Certificate Account pursuant to this paragraph shall be used for the reimbursement or payment of costs related to such Breach.


                    (g)     With respect to any Mortgage Loan which has become a Defaulted Mortgage Loan under this Agreement or with respect to which the related Mortgaged Property has been foreclosed and which is the subject of a repurchase claim under the related Mortgage Loan Purchase Agreement, the Special Servicer, with the consent of the Controlling Class Representative, shall notify the related Mortgage Loan Seller in writing of its intention to sell such Defaulted Mortgage Loan or REO Property at least 45 days prior to any such action.  The related Mortgage Loan Seller shall have 10 Business Days to determine whether or not to consent to such sale.  If the related Mortgage Loan Seller consents to such sale or a court of competent jurisdiction determines that the related Mortgage Loan Seller was liable under the related
Mortgage Loan Purchase Agreement to repurchase such Defaulted Mortgage Loan or REO Property then such Mortgage Loan Seller shall be liable for the difference (if any) between the price of the Mortgage Loan or REO Property as sold and the price which the related Mortgage Loan Seller would have to pay if it repurchased such Defaulted Mortgage Loan or REO Property.  If the related Mortgage Loan Seller does not consent to such sale, the Special Servicer shall contract with a Determination Party.  If the related Determination Party determines that such sale is in accordance with the Servicing Standard and the provisions of this Agreement with respect to the sale of Defaulted Mortgage Loans or REO Properties and subsequent to such a sale, a court of competent jurisdiction determines that related Mortgage Loan Seller was liable under the related Mortgage Loan Purchase Agreement and required to repurchase such Defaulted Mortgage Loan or REO Property in accordance with the terms thereof, then
pursuant to the related Mortgage Loan Purchase Agreement, the related Mortgage Loan Seller shall remit to the Special Servicer an amount equal to the difference (if any) between the proceeds of the related action and the price at which the related Mortgage Loan Seller would have been obligated to pay had the related Mortgage Loan Seller repurchased such Defaulted Mortgage Loan or REO Property in accordance with the terms of the related Mortgage Loan Purchase Agreement 


- 88 -







including the costs related to contracting with the related Determination Party.  If the related Determination Party determines that the sale of the related Defaulted Mortgage Loan or REO Property is not in accordance with the Servicing Standard and the provision of this Agreement with respect to the sale of Defaulted Mortgage Loans or REO Properties and the Special Servicer subsequently sells such Mortgage Loan or REO Property, then the related Mortgage Loan Seller shall not be liable for any such difference (nor any cost of contracting with the Determination Party).  In the event that (a) the Special Servicer ignores the determination of the Determination Party and sells the related Defaulted Mortgage Loan or REO Property and/or (b) a court of competent jurisdiction determines that the related Mortgage Loan Seller is not obligated to repurchase the related Defaulted Mortgage or REO Property, the costs of contracting with the Determination Party will
constitute an Additional Trust Fund Expense.  If the related Mortgage Loan Seller is required pursuant to the related Mortgage Loan Purchase Agreement to remit the amounts set forth in this Section 2.03(g), the Special Servicer shall designate the Certificate Account as the account to which such funds shall be wired.


          Section 2.04.     Representations and Warranties of Depositor.


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

	
   
 	
  
          (i)       The   Depositor is a corporation duly organized, validly existing and in good   standing under the laws of the State of North Carolina;
  
	
   
 	
   
 
	
   
 	
            (ii)      The   execution and delivery of this Agreement by the Depositor, and the   performance and compliance with the terms of this Agreement by the Depositor,   will not violate the Depositor’s certificate of incorporation or bylaws or   constitute a default (or an event which, with notice or lapse of time, or   both, would constitute a default) under, or result in the breach of, any   material agreement or other instrument to which it is a party or which is   applicable to it or any of its assets;
  
	
   
 	
   
 
	
   
 	
  
          (iii)     The   Depositor has the full power and authority to enter into and consummate all   transactions contemplated by this Agreement, has duly authorized the   execution, delivery and performance of this Agreement, and has duly executed   and delivered this Agreement;
  
	
   
 	
   
 
	
   
 	
  
          (iv)     This   Agreement, assuming due authorization, execution and delivery by each of the   other parties hereto, constitutes a valid, legal and binding obligation of   the Depositor, enforceable against the Depositor in accordance with the terms   hereof, subject to (A) applicable bankruptcy, insolvency, reorganization,   moratorium and other laws affecting the enforcement of creditors’ rights   generally, and (B) general principles of equity, regardless of whether such   enforcement is considered in a proceeding in equity or at law;
  



- 89 -






	
   
 	
  
          (v)      The   Depositor is not in violation of, and its execution and delivery of this   Agreement and its performance and compliance with the terms of this Agreement   will not constitute a violation of, any law, any order or decree of any court   or arbiter, or any order, regulation or demand of any federal, state or local   governmental or regulatory authority, which violation, in the Depositor’s   good faith and reasonable judgment, is likely to affect materially and   adversely either the ability of the Depositor to perform its obligations   under this Agreement or the financial condition of the Depositor;
  
	
   
 	
   
 
	
   
 	
  
          (vi)     The   transfer of the Mortgage Loans to the Trustee as contemplated herein requires   no regulatory approval, other than any such approvals as have been obtained,   and is not subject to any bulk transfer or similar law in effect in any   applicable jurisdiction;
  
	
   
 	
   
 
	
   
 	
  
          (vii)    No   litigation is pending or, to the best of the Depositor’s knowledge,   threatened against the Depositor that, if determined adversely to the   Depositor, would prohibit the Depositor from entering into this Agreement or   that, in the Depositor’s good faith and reasonable judgment, is likely to   materially and adversely affect either the ability of the Depositor to   perform its obligations under this Agreement or the financial condition of   the Depositor;
  
	
   
 	
   
 
	
   
 	
            (viii)   Immediately   prior to the transfer of the Mortgage Loans to the Trust Fund pursuant to   this Agreement, (A) the Depositor had good and marketable title to, and was   the sole owner and holder of, each Mortgage Loan; and (B) the Depositor has   full right and authority to sell, assign and transfer the Mortgage Loans and   all servicing rights pertaining thereto; and
  
	
   
 	
   
 
	
   
 	
  
          (ix)     The   Depositor is transferring the Mortgage Loans to the Trust Fund free and clear   of any liens, pledges, charges and security interests.
  




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


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


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



- 90 -










exclusive use and benefit of REMIC II as the holder of the REMIC I Regular Interests and present and future holders of the Certificates (other than the Class Z Certificates) and, as to Additional Interest, the Grantor Trust for the benefit of the Holders of the Class Z Certificates.


          Section 2.06.     Reserved.


          Section 2.07.     Reserved.


          Section 2.08.     Issuance of the REMIC I Regular Interests; Execution, Authentication and Delivery of Class R-I Certificates.


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


          Section 2.09.     Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by Trustee.


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


          Section 2.10.     Execution, Authentication and Delivery of REMIC II Certificates.


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


          Section 2.11.     Execution, Authentication and Delivery of Class Z Certificates.


                    Concurrently with the assignment to the Trustee of the Additional Interest related to the Mortgage Loans 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 Certificates.


- 91 -







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


                    (b)     Subject to Section 3.01(a) and Section 6.11, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable.  Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name, with respect to each of the Mortgage Loans and Companion Loans it is obligated to service hereunder, is hereby authorized and empowered by the Trustee and, pursuant to each Intercreditor Agreement, the Companion Holders to execute 


- 92 -







and deliver, on behalf of the Certificateholders, the Companion Holders and the Trustee or any of them, (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by any Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) in accordance with the Servicing Standard and subject to Section 3.20 and Section 6.11, any and all modifications, waivers, amendments or consents to or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, or of partial or full release, discharge, or assignment, and all other comparable instruments; and (iv) pledge agreements and other defeasance documents in connection with a defeasance contemplated pursuant to Section 3.20(h).  Subject to Section 3.10, the Trustee shall, at the written request of the Master
Servicer or the Special Servicer, promptly execute any limited powers of attorney and other documents furnished by the Master Servicer or the Special Servicer that are necessary or appropriate to enable them to carry out their servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer or the Special Servicer; provided, further, that, the Master Servicer and the Special Servicer shall not, without the Trustee’s written consent, (A) initiate any action in the Trustee’s name without indicating the Master Servicer’s or Special Servicer’s representative capacity or (B) cause the Trustee to be registered to do business in any state.


                    (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 Companion Loan to the extent the related Co-Lender Loan has been paid in full or is no longer included in the Trust Fund.


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


          Section 3.02.     Collection of Mortgage Loan Payments.


                    (a)     Each of the Master Servicer or the Special Servicer shall undertake reasonable efforts consistent with the Servicing Standard to collect all payments required under the terms and provisions of the Mortgage Loans and Companion Loans it is obligated to service hereunder and shall, to the extent such procedures shall be consistent with this Agreement, follow such collection procedures in accordance with the Servicing Standard; provided, however,


- 93 -







that nothing herein shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of collectability; and provided, further that with respect to the Mortgage Loans that have Anticipated Repayment Dates, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and Special Servicer (including the Special Servicer in its capacity as a Certificateholder), shall not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Additional Interest or principal in excess of the principal component of the constant Periodic Payment, other than requests for collection, until the maturity date of the related Mortgage Loan; provided, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance
with the terms of the Mortgage Loan documents.  Consistent with the foregoing and subject to Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage Loan, or the Master Servicer, with regard to a Mortgage Loan or Companion Loan that is not a Specially Serviced Mortgage Loan, may waive any Penalty Interest or late payment charge in connection with any payment on a Mortgage Loan or Companion Loan.


                    (b)     All amounts collected in respect of any Mortgage Loan or Companion Loan in the form of payments from Mortgagors, Liquidation Proceeds (insofar as such Liquidation Proceeds are of the nature described in clauses (i) through (iii) of the definition thereof) or Insurance Proceeds shall be applied to either amounts due and owing under the related Mortgage Note and Mortgage (including, without limitation, for principal and accrued and unpaid interest) in accordance with the express provisions of the related Mortgage Note and Mortgage (and, with respect to a Loan Pair, the related Intercreditor Agreement) or, if required pursuant to the express provisions of the related Mortgage, or as determined by the Master Servicer or Special Servicer in accordance with the Servicing Standard, to the repair or restoration of the
related Mortgaged Property, and, in the absence of such express provisions, shall be applied for purposes of this Agreement:  first, as a recovery of any related and unreimbursed Advances plus unreimbursed interest accrued thereon; second, as a recovery of Nonrecoverable Advances or Unliquidated Advances (including interest on such Nonrecoverable Advance or Unliquidated Advances), in each case, that were paid from collections on the Mortgage Loans (allocable to principal) and resulted in principal from the Mortgage Pool distributed to the Certificateholders being reduced pursuant to Section 3.05(a) hereof; third, as a recovery of accrued and unpaid interest at the related Mortgage Rate on such Mortgage Loan, to the extent such amounts have not been previously advanced, and exclusive of any portion thereof that constitutes Additional Interest; fourth, as a recovery of principal of such Mortgage Loan then due and owing, to the extent such amounts have not been previously

advanced, including, without limitation, by reason of acceleration of the Mortgage Loan following a default thereunder; fifth, in accordance with the normal servicing practices of the Master Servicer or the Special Servicer, as a recovery of any other amounts then due and owing under such Mortgage Loan (other than Additional Interest), including, without limitation, Prepayment Premiums, Yield Maintenance Charges and Penalty Interest; sixth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and seventh, with respect to any ARD Loan after its Anticipated Repayment Date, as a recovery of any unpaid Additional Interest.  All amounts collected on any Mortgage Loan in the form of Liquidation Proceeds of the nature described in clauses (iv) through (vi) of the definition thereof shall be deemed to be applied:  first, as a recovery of any related and unreimbursed Advances plus interest accrued
thereon; second, as a recovery of accrued and unpaid interest at the related


- 94 -







Mortgage Rate on such Mortgage Loan to but not including the Due Date in the Collection Period of receipt, to the extent such amounts have not been previously advanced, and exclusive of any portion thereof that constitutes Additional Interest; third, as a recovery of principal, to the extent such amounts have not been previously advanced, of such Mortgage Loan to the extent of its entire unpaid principal balance; and fourth, with respect to any ARD Loan after its Anticipated Repayment Date, as a recovery of any unpaid Additional Interest.  No such amounts shall be applied to the items constituting additional servicing compensation as described in the first sentence of either Section 3.11(b) or 3.11(d) unless and until all principal and interest then due and payable on such Mortgage Loan has been collected.  Amounts collected on any REO Loan shall be deemed to be applied in accordance with the definition thereof.  The provisions of this

paragraph with respect to the application of amounts collected on any Mortgage Loan shall not alter in any way the right of the Master Servicer, the Special Servicer or any other Person to receive payments from the Certificate Account as set forth in clauses (ii) through (xv) of Section 3.05(a) from amounts so applied.


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


                    (d)     In the event that the Master Servicer or Special Servicer receives Additional Interest in any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Additional Interest in any Collection Period, the Master Servicer or Special Servicer, as applicable, will promptly notify the Trustee.  Subject to the provisions of Section 3.02(a) hereof, none of the Master Servicer, the Trustee or the Special Servicer shall be responsible for any such Additional Interest not collected after notice from the related Mortgagor.


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


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


                    (a)     The Master Servicer shall, as to all Mortgage Loans and Companion Loans, establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and retained, and shall administer such accounts in accordance with the terms of the Mortgage Loan documents.  Each Servicing Account shall be


- 95 -







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 REMIC I, REMIC II or the Grantor Trust.


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


                    (c)     The Master Servicer shall, as to all Mortgage Loans and Companion Loans, subject to Section 3.01(d), make a Servicing Advance with respect to the related Mortgaged Property in an amount equal to all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments, penalties and other similar items, (ii) ground rents (if applicable), and (iii) premiums on Insurance Policies in each instance if and to


- 96 -







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; provided, that the
Master Servicer may conclusively rely upon any such determination by the Special Servicer.  All such Servicing Advances or amounts withdrawn from the Certificate Account shall be reimbursable in the first instance from related collections from the Mortgagors, and further as provided in Section 3.05(a).  No costs incurred by the Master Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of such Mortgaged Properties shall, for purposes of this Agreement, including, without limitation, the Trustee’s calculation of monthly distributions to Certificateholders, be added to the unpaid Stated Principal Balances of the related Mortgage Loans or Companion Loans, notwithstanding that the terms of such Mortgage Loans or Companion Loans so permit.  The foregoing shall in no way limit the Master Servicer’s ability to charge and collect from the Mortgagor such costs together with interest thereon.  In addition to any
other rights to recovery set forth herein with respect to any Servicing Advance made on the Pari Passu Mortgage Loans, the Master Servicer or the Trustee shall be entitled to recovery of such amounts without duplication from the holder of the related Pari Passu Companion Loan pursuant to the terms of the related Intercreditor Agreement.


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


- 97 -







                    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, 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 make any Servicing Advances with respect to any Companion Loan after the related Co-Lender Loan has been paid in full.


                    (e)     The determination by the Master Servicer or the Special Servicer that the Master Servicer has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, shall be made in accordance with the Servicing Standard and shall be evidenced by an Officer’s Certificate delivered promptly to the Trustee and the Depositor, setting forth the basis for such determination, together with a copy of any Appraisal (the cost of which may be paid out of the Certificate Account pursuant to Section 3.05(a)) of the related Mortgaged Property or REO Property, as the case may be; which Appraisal shall be conducted pursuant to Section 3.09(a) by the Master Servicer, or by or on behalf of the Special Servicer if the Mortgage Loan is a Specially Serviced
Mortgage Loan or, if no such Appraisal has been performed, a copy of an Appraisal of the related Mortgaged Property or REO Property, performed within the twelve months preceding such determination and the party delivering such appraisal has no actual knowledge of a material adverse change in the condition of the related Mortgaged Property that would draw into question the applicability of such Appraisal, by an Independent Appraiser or other expert in real estate matters, and further accompanied by related Mortgagor operating


- 98 -







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 Master Servicer shall be entitled to rely, conclusively, on any determination by the Special Servicer that a Servicing Advance, if made, would be a Nonrecoverable Advance.  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 or the Special Servicer that such Servicing Advance would be a Nonrecoverable Advance, the Trustee shall make such Servicing Advance within the time periods
required by Section 3.03(c) unless the Trustee in good faith, makes a determination that such Servicing Advance would be a Nonrecoverable Advance.


                    (f)     The Master Servicer shall, as to all Mortgage Loans and Companion Loans, establish and maintain, as applicable, one or more accounts (the “Reserve Accounts”), into which all Reserve Funds, if any, shall be deposited and retained.  Withdrawals of amounts so deposited may be made (i) to pay for, or to reimburse the related Mortgagor in connection with, the related environmental remediation, repairs and/or capital improvements at the related Mortgaged Property if the repairs and/or capital improvements have been completed, and such withdrawals are made in accordance with the Servicing Standard and the terms of the related Mortgage Note, Mortgage and any agreement with the related Mortgagor governing such Reserve Funds and any other items for which such Reserve Funds were intended pursuant to the

loan documents and (ii) to pay the Master Servicer interest and investment income earned on amounts in the Reserve Accounts as described below if permitted under the related Mortgage Loan documents.  To the extent permitted in the applicable Mortgage, funds in the Reserve Accounts to the extent invested may be only invested in Permitted Investments in accordance with the provisions of Section 3.06.  All Reserve Accounts shall be Eligible Accounts.  The Reserve Accounts shall not be considered part of the segregated pool of assets comprising REMIC I, REMIC II or the Grantor Trust.  Consistent with the Servicing Standard, the Master Servicer may waive or extend the date set forth in any agreement governing such Reserve Funds by which the required repairs and/or capital improvements at the related Mortgaged Property must be completed.


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


                    (a)     The Master Servicer shall establish and maintain one or more accounts (collectively, the “Certificate Account”), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, to the extent funds on deposit in the Certificate Account are allocable to the related Companion Loans, the related Companion Holders, but solely to the extent set forth in the related Intercreditor Agreement and subject to any provisions relating to subordination of rights with respect to the Co-Lender 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


- 99 -







Servicer or on its behalf subsequent to the Cut-Off Date (other than in respect of principal and interest on the Mortgage Loans or the Companion Loans, due and payable on or before the Cut-Off Date, which payments shall be delivered promptly to the applicable Mortgage Loan Seller or its designee, with negotiable instruments endorsed as necessary and appropriate without recourse), other than amounts received from Mortgagors which are to be used to purchase defeasance collateral, or payments (other than Principal Prepayments) received by it on or prior to the Cut-Off Date but allocable to a period subsequent thereto:




	
   
 	
            (i)     all   payments on account of principal of the Mortgage Loans or Companion Loans,   including Principal Prepayments;
  
	
   
 	
   
 
	
   
 	
  
          (ii)     all   payments on account of interest on the Mortgage Loans or 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 including, without limitation,   any amounts representing recoveries of Nonrecoverable Advances or Unliquidated   Advances, including interest on such Nonrecoverable Advances or Unliquidated   Advances in respect of the related Mortgage Loans);
  
	
   
 	
   
 
	
   
 	
  
          (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) and any amounts received from a Mortgage Loan Seller with respect to   a Special Reserve Account pursuant to Section 2.02(d);
  
	
   
 	
   
 
	
   
 	
  
          (viii)     any   amount in respect of Purchase Prices and Substitution Shortfall Amounts   pursuant to Section 2.03(b);
  
	
   
 	
   
 
	
   
 	
  
          (ix)     any   amount required to be deposited by the Master Servicer pursuant to Section   3.19(a) in connection with Prepayment Interest Shortfalls;
  
	
   
 	
   
 
	
   
 	
  
          (x)     any   amount required to be deposited by the Master Servicer pursuant to Section   3.03(d) and 4.03(d) in connection with reimbursing the Trust Fund for   interest paid on a P&I Advance or Servicing Advance, as applicable;
  






- 100 -









	
   
 	
  
          (xi)     any   amount paid by a Mortgagor to cover items for which a Servicing Advance has   been previously made and for which the Master Servicer, the Special Servicer   or the Trustee, as applicable, has been previously reimbursed out of the   Certificate Account; and
  
	
   
 	
   
 
	
   
 	
  
          (xii)     any   amount required to be deposited by the Master Servicer or the Special   Servicer pursuant to Section 3.11(b) and 3.11(d), respectively, in connection   with reimbursing the Trust Fund for Additional Trust Fund Expenses.
  







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


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


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


- 101 -







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 Trustee shall establish and maintain one or more trust accounts (collectively, the “Distribution Account”) at the office of the Trustee to be held in trust for the benefit of the Certificateholders (other than the Class Z 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 time 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 one or more trust accounts for distributions on the Companion Loans (collectively, the “Companion Distribution Account”) to be held on behalf of the related Companion Holders.  The Companion Distribution Account shall be an Eligible Account or may be a subaccount of the Certificate Account.  The Master Servicer hereby authorizes the Companion Paying Agent to make deposits in and withdrawals from the Companion Distribution Account in accordance with the terms of this Agreement.  Unless the Companion Distribution Account is the related subaccount or subaccounts of the Certificate Account as allowed by the last sentence of the definition of Companion Distribution Account, the Master Servicer shall deliver to the Companion Paying Agent each month on or before 2:00

p.m. New York City time on the P&I Advance Date (or, with respect to the Great Wolf Resorts Companion Loan, one Business Day after the later of (x) receipt of such amounts or (y) the Due Date of such related amounts) 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 Holders 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.
  




- 102 -







                    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.


                    (c)     The Trustee shall establish and maintain one or more accounts (collectively, the “Interest Reserve Account”), held 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 remit to the Trustee for 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 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 the Class Z 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, the Additional Interest Account and the Gain-on-Sale Reserve Account may be invested only in Permitted Investments in accordance with the provisions of Section 3.06.  Funds on deposit in the Gain-on-Sale Reserve Account shall be invested pursuant to 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.


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


- 103 -








          Section 3.05.     Permitted Withdrawals from the Certificate Account, Interest Reserve Account, Additional Interest Account, Gain-on-Sale Reserve Account and Companion Distribution Account.


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




	
   
 	
  
          (i)     (A)   to remit to the Paying Agent for deposit in the Distribution Account the   amounts required to be so deposited pursuant to the first paragraph of   Section 3.04(b) and any amount that may be applied to make P&I Advances   pursuant to Section 4.03(a); and (B) to deposit in and remit to the Companion   Paying Agent for deposit in each Companion Distribution Account the amounts   required to be so deposited pursuant to the second paragraph of Section   3.04(b) and any amount relating to a Companion Loan that may be applied to   make P&I Advances pursuant to Section 4.03(a);
  
	
   
 	
   
 
	
   
 	
  
          (ii)     to   reimburse the Trustee and itself, in that order, for unreimbursed P&I   Advances, the Trustee’s and Master Servicer’s right to reimbursement pursuant   to this clause (ii) with respect to any P&I Advance (other than   Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts that are   reimbursed pursuant to clause (vii) below) being limited to amounts that   represent Late Collections of interest (net of the related Servicing Fees)   and principal (net of any related Workout Fee or Liquidation Fee) received in   respect of the particular Mortgage Loan, REO Loan or Companion Loan as to   which such P&I Advance was made or any related Subordinate Companion   Loan;
  
	
   
 	
   
 
	
   
 	
            (iii)     to   pay to itself earned and unpaid Master Servicing Fees in respect of each   Mortgage Loan and REO Loan, the Master Servicer’s right to payment pursuant   to this clause (iii) with respect to any Mortgage Loan or REO Loan being   limited to amounts received on or in respect of such Mortgage Loan (whether   in the form of payments, Liquidation Proceeds or Insurance Proceeds) or such   REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or   Insurance Proceeds) that are allocable as a recovery of interest thereon;
  
	
   
 	
   
 
	
   
 	
  
          (iv)     to   pay to the Special Servicer earned and unpaid Special Servicing Fees in   respect of each Specially Serviced Mortgage Loan and REO Loan;
  
	
   
 	
   
 
	
   
 	
  
          (v)      to   pay the Special Servicer (or, if applicable, a predecessor Special Servicer)   earned and unpaid Workout Fees or Liquidation Fees in respect of each   Specially Serviced Mortgage Loan, Corrected Mortgage Loan and REO Loan, the   Special Servicer’s (or, if applicable, any predecessor Special Servicer’s)   right to payment pursuant to this clause (v) with respect to any such   Mortgage Loan or REO Loan being limited to amounts received on or in respect   of such Specially
  







- 104 -










	
   
 	
  Serviced Mortgage Loan or Corrected Mortgage Loan (whether in the   form of payments or Liquidation Proceeds) or such REO Loan (whether in the   form of REO Revenues or Liquidation Proceeds) that are allocable as a   recovery of principal or interest thereon (provided, that no   Liquidation Fee shall be payable out of (i) Insurance Proceeds and (ii) any   Liquidation Proceeds received in connection with the purchase of any Mortgage   Loan or REO Property by a Mortgage Loan Seller pursuant to the applicable   Mortgage Loan Purchase Agreement (if purchased within the required time   period set forth in such Mortgage Loan Purchase Agreement), by the Special   Servicer or the Majority Subordinate Certificateholder, as described in   Section 3.18(c), Section 3.18(d) or Section 3.18(h) or by the Master   Servicer, the Special Servicer or the Majority Subordinate Certificateholder   or the purchasing Certificateholder pursuant to Section 9.01) or with respect

  to any amounts required to be remitted by the related Mortgage Loan Seller   pursuant to Section 2.03(g);
  
	
   
 	
   
 
	
   
 	
  
          (vi)     to   reimburse the Trustee, itself or the Special Servicer, in that order, for any   unreimbursed Servicing Advances, the Trustee’s, the Master Servicer’s and the   Special Servicer’s respective rights to reimbursement pursuant to this clause   (vi) with respect to any Servicing Advance (other than Nonrecoverable   Advances and Workout-Delayed Reimbursement Amounts that are reimbursed   pursuant to clause (vii) below) being limited to payments made by the related   Mortgagor that are allocable to such Servicing Advance, or to Liquidation   Proceeds, Insurance Proceeds and, if applicable, REO Revenues received in   respect of the particular Mortgage Loan, Companion Loan or REO Property as to   which such Servicing Advance was made (provided, that, in case of such   reimbursement relating to any Co-Lender Loan, such reimbursements shall be   made
first, from amounts collected on the related Subordinate Companion Loan   and then from the related Co-Lender Loan (and Pari Passu Companion Loans, if   any), in accordance with the terms of the related Intercreditor Agreement);
  
	
   
 	
   
 
	
   
 	
            (vii)     to   reimburse the Trustee, itself or the Special Servicer, in that order, (A) for   any unreimbursed Advances (including interest at the Reimbursement Rate) that   have been or are determined to be Nonrecoverable Advances and for any   Workout-Delayed Reimbursement Amounts, and (B) 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, in the case of clause (B), following a Final Recovery Determination   made with respect to such Mortgage Loan or REO Property and the deposit into   the Certificate Account of all amounts received in connection therewith; provided,   however, that any   reimbursement of Nonrecoverable Advances or Workout-Delayed Reimbursement   Amounts payable pursuant to this Section 3.05(a)(vii),
with
respect to   Nonrecoverable Advances, shall be deemed to be recovered, first, from   collections or receipts on the Mortgage Loans, Companion Loans and REO   Properties in respect of principal and then in respect of interest and other   collections, and, with respect to Workout-Delayed Reimbursement Amounts, only   out of collections and receipts on the Mortgage Loans, Companion Loans and   REO Properties in respect of principal;
  







- 105 -









	
   
 	
  
          (viii)   at   such time as it reimburses the Trustee, itself or the Special Servicer, in   that order, for any unreimbursed Advance (including any Advance that   constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (ii),   (vi) or (vii) above, to pay the Trustee, itself or the Special 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); provided, that the   Trustee’s, the Master Servicer’s and the Special Servicer’s rights to payment   pursuant to this clause (viii) with respect to interest on any Advance shall   be satisfied (A) subject to and in accordance with the terms of the   Intercreditor Agreement with respect to the related Loan Pair, first out of   late payment charges and Penalty Interest collected on or in respect of the   related Mortgage Loan (and if the
Advance was made with respect to a   Co-Lender Loan, out of such amounts collected on or in respect of the related   Companion Loans) and REO Loan (the use of such late payment charges and   Penalty Interest to be allocated between the Master Servicer and the Special   Servicer on a pro rata basis   based on the amount of late payment charges and Penalty Interest that the   Master Servicer and the Special Servicer have received as additional   servicing compensation during such period), and (B) to the extent that the   late payment charges and Penalty Interest described in the immediately   preceding clause (A) are insufficient, but only at the same time or after   such Advance has been reimbursed, out of general collections on the Mortgage   Loans, Companion Loans and any REO Properties on deposit in the Certificate   Account;
  
	
   
 	
   
 
	
   
 	
            (ix)   to   pay for costs and expenses incurred by the Trust Fund pursuant to Section   3.12, as to any Mortgage Loan that is a Specially Serviced Mortgage Loan;
  
	
   
 	
   
 
	
   
 	
  
          (x)    to   pay itself, as additional servicing compensation in accordance with Section   3.11(b), (A) interest and investment income earned in respect of amounts held   in the Certificate Account as provided in Section 3.06(b), but only to the   extent of the Net Investment Earnings with respect to the Certificate Account   for any Collection Period; (B) any Prepayment Interest Excesses, and (C)   Penalty Interest and late payment charges on Mortgage Loans that are not   Specially Serviced Mortgage Loans (to the extent such Penalty Interest and/or   late payment charges were not applied to offset interest on Advances pursuant   to clause (viii)(A) or Additional Trust Fund Expenses pursuant to Section   3.11(b) or inspection expenses pursuant to Section 3.12(a));
  
	
   
 	
   
 
	
   
 	
  
          (xi)   to   pay to the Special Servicer, as additional servicing compensation in   accordance with Section 3.11(d) (to the extent such Penalty Interest and/or   late payment charges were not applied to offset interest on Advances pursuant   to clause (viii)(A) of this Section or Additional Trust Fund Expenses   pursuant to Section 3.11(d) or inspection expenses pursuant to Section   3.12(a));
  
	
   
 	
   
 
	
   
 	
            (xii)   to   pay for the cost of an independent appraiser or other expert in real estate   matters retained pursuant to Section 3.03(e), 3.09(a), 3.18, 4.03(c) or 9.01;
  







- 106 -









	
   
 	
  
          (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, a mezzanine   lender 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 remit such Interest Reserve Amount   to the Trustee for deposit into the Interest Reserve Account pursuant to   Section 3.04(c);
  
	
   
 	
   
 
	
   
 	
  
          (xvii)  to   remit to the Trustee for deposit into the Additional Interest Account the   amounts required to be deposited pursuant to Section 3.04(d);
  
	
   
 	
   
 
	
   
 	
  
          (xviii)  to   remit to the Paying Agent 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.
  







- 107 -









                    The
Master Servicer shall keep and maintain separate accounting records, on a
loan-by-loan basis when appropriate, in connection with any withdrawal from the
Certificate Account pursuant to clauses (ii)-(xxiii) above.  Upon request,
the Master Servicer shall provide to the Trustee such records and any other
information in the possession of the Master Servicer to enable the Trustee to determine the amounts attributable to REMIC I (with
respect to the Mortgage Loans) and the Companion Loans.  The Master
Servicer shall, to the extent permitted by the terms of the related
Intercreditor Agreement, make claims for reimbursement from the related
Companion Holder in connection with related Servicing Advances and interest
thereon and other related expenses so as to minimize the total amount of
withdrawals on the Certificate Account for such items.  Nothing in the
foregoing sentence shall limit the Master Servicer’s rights to be
reimbursed for claims relating to the Companion Loans that are reimbursable
claims pursuant to the terms of this Agreement.  Notwithstanding anything
in this Section 3.05(a) to the contrary, in no event shall the Master Servicer
withdraw from funds on deposit in the Certificate Account any amount to be
applied to, or to provide reimbursement for, any amounts referenced in this
Section 3.05(a) (other than amounts referenced in clause (xix)) which relate to
any Companion Loan to the extent the related Co-Lender Loan has been paid in
full in a prior Collection Period.


                    The Master Servicer shall pay to the Special Servicer (or to third party contractors at the direction of the Special Servicer) or the Trustee from the Certificate Account amounts permitted to be paid to the Special Servicer (or to such third party contractors) or the Trustee therefrom promptly upon receipt of a certificate of a Servicing Officer of the Special Servicer or of a Responsible Officer of the Trustee, describing the item and amount to which the Special Servicer (or such third party contractors) or the Trustee is entitled.  The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein.  The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Mortgage Loan and REO Property, on a loan-by-loan and property-by-property basis,

for the purpose of justifying any request for withdrawal from the Certificate Account.  With respect to each Mortgage Loan or Companion Loan for which it makes an Advance, the Trustee shall similarly keep and maintain separate accounting for each Mortgage Loan or Companion Loan, on a loan-by-loan and property-by-property basis, for the purpose of justifying any request for withdrawal from the Certificate Account for reimbursements of Advances or interest thereon.


                    Upon the determination that a previously made Advance is a Nonrecoverable Advance, instead of obtaining reimbursement out of general collections immediately, the Master Servicer or the Trustee, as applicable, may, in its sole discretion, elect to obtain reimbursement for such Nonrecoverable Advance over time (not to exceed twelve (12) months or such longer period of time as agreed to by the Master Servicer or the 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 and subject to the immediately following paragraph, decide to obtain
reimbursement immediately.  The fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some Classes of Certificateholders to the detriment of other Classes shall not, with respect to the Master Servicer, constitute a violation of the Servicing Standard and/or with respect to the Trustee, constitute a violation of any fiduciary duty to Certificateholders or contractual duty hereunder.








- 108 -









                    The
Master Servicer or Trustee, as applicable, shall give S&P, Fitch and
Moody’s at least 15 days notice prior to any reimbursement to it of
Nonrecoverable Advances from amounts in the Certificate Account or Distribution
Account, as applicable, allocable to interest on the Mortgage Loans unless (1) the Master Servicer or Trustee, as applicable,
determines in its sole discretion that waiting 15 days after such a notice could
jeopardize the Master Servicer’s or Trustee’s ability, as applicable,
to recover such Nonrecoverable Advances, (2) changed circumstances or new or
different information becomes known to the Master Servicer or Trustee, as
applicable, that could affect or cause a determination of whether any Advance is
a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable
Advance or the determination in clause (1) above, or (3) the Master Servicer has
not timely received from the Trustee information requested by the Master
Servicer to consider in determining whether to defer reimbursement of a
Nonrecoverable Advance; provided, that, if clause (1), (2) or (3) apply,
the Master Servicer or Trustee, as applicable, shall give S&P, Fitch and
Moody’s notice of an anticipated reimbursement to it of Nonrecoverable
Advances from amounts in the Certificate Account or Distribution Account, as
applicable, allocable to interest on the Mortgage Loans as soon as reasonably
practicable in such circumstances. The Master Servicer or Trustee, as
applicable, shall have no liability for any loss, liability or expense resulting
from any notice provided to S&P, Fitch and Moody’s contemplated by the
immediately preceding sentence.


                    If the Master Servicer or the Trustee, as applicable, is reimbursed out of general collections for any unreimbursed Advances that are determined to be Nonrecoverable Advances (together with any interest accrued and payable thereon), then (for purposes of calculating distributions on the Certificates) such reimbursement and payment of interest shall be deemed to have been made:  first, out of the Principal Distribution Amount which, but for its application to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be included in the Available Distribution Amount for any subsequent Distribution Date, and second, out of other amounts which, but for their application to reimburse a Nonrecoverable Advance and/or to pay interest thereon, would be included in the Available Distribution Amount for any subsequent Distribution
Date.  If and to the extent that any payment is deemed to be applied in accordance with clause first above to reimburse a Nonrecoverable Advance or to pay interest thereon, then the Principal Distribution Amount for such Distribution Date shall be reduced, to not less than zero, by the amount of such reimbursement. If and to the extent (i) any Advance is determined to be a Nonrecoverable Advance, (ii) such Advance and/or interest thereon is reimbursed out of the Principal Distribution Amount as contemplated by clause first of the immediately preceeding sentence and (iii) the particular item for which such Advance was originally made is subsequently collected out of payments or other collections in respect of the related Mortgage Loan, then the Principal Distribution Amount for the Distribution Date that corresponds to the Collection Period in which such item was recovered shall be increased by an amount equal to the lesser of (A) the amount of such item and (B) any previous reduction in the
Principal Distribution Amount for a prior Distribution Date pursuant to clause first above resulting from the reimbursement of the subject Advance and/or the payment of interest thereon.


                    (b)     The Paying Agent may, from time to time, make withdrawals from the Distribution Account for any of the following purposes (in no particular order of priority):





	
   
 	
            (i)     to   make deemed distributions to itself as holder of the REMIC I Regular   Interests, and to make distributions to Certificateholders on each   Distribution Date, pursuant to Sections 4.01 and 9.01, as applicable;
  







- 109 -









	
   
 	
  
          (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 REO Loan and to pay the Trustee, as   additional compensation, interest and investment income, if any, earned in   respect of amounts held in the Distribution Account as provided in Section   3.06, but only to the extent of the Net Investment Earnings with respect to   such account for the related Distribution Date;
  
	
   
 	
   
 
	
   
 	
            (iv)    to   pay for the cost of the Opinions of Counsel sought by the Trustee (A) as   provided in clause (v) of the definition of “Disqualified Organization,”   (B) as contemplated by Section 3.20(d), 9.02(a) and 10.01(h), or   (C) as contemplated by Section 11.01(a) or 11.01(c) in connection   with any amendment to this Agreement requested by the Trustee which amendment   is in furtherance of the rights and interests of Certificateholders;
  
	
   
 	
   
 
	
   
 	
  
          (v)     to   pay any and all federal, state and local taxes imposed on REMIC I or REMIC II   or on the assets or transactions of 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
  
	
   
 	
   
 
	
   
 	
            (viii)  to   clear and terminate the Distribution Account at the termination of this   Agreement pursuant to Section 9.01.
  







                    Taxes imposed on REMIC I or REMIC II shall be allocated to the related REMIC.


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


                    (d)     The Trustee 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.


- 110 -







                    (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)     The Paying Agent shall, on any Distribution Date, make withdrawals from the Gain-On-Sale Reserve Account as contemplated by Section 4.01(q).


          Section 3.06.     Investment of Funds in Servicing Accounts, Reserve Accounts, Certificate Account, Interest Reserve Account, Distribution Account, Companion Distribution Account, Additional Interest Account, Gain on Sale Reserve Account and REO Account.


                    (a)     The Master Servicer may direct in writing any depository institution maintaining a Servicing Account, a Reserve Account or the Certificate Account (each, for purposes of this Section 3.06, an “Investment Account”); the Companion Paying Agent may direct in writing any depository institution maintaining the Companion Distribution Account (also, for purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct in writing any depository institution maintaining the REO Account (also, for purposes of this Section 3.06, an “Investment Account”); and the Trustee may direct in writing any depository institution maintaining the Distribution Account and the Gain-on-Sale Reserve Account, the Interest Reserve Account or the Additional
Interest Account (also, for purposes of this Section 3.06, an “Investment Account”) to invest, or if it is such depository institution, may itself invest, the funds held therein only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such account pursuant to this Agreement.  Funds held in the Distribution Account, the Companion Distribution Account, the Additional Interest Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account may remain uninvested.  In the event that the Master Servicer shall have failed to give investment directions for any Servicing Account, any Reserve Account or the Certificate 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 or the Certificate 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, the Gain-on-Sale Reserve Account, Interest Reserve Account or the Additional Interest Account) for the benefit of the Certificateholders, and the Companion Paying Agent with respect to the Companion Distribution Account, 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, the Additional Interest Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account, as applicable, as the Person that shall) maintain


- 111 -







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 and Reserve Accounts), the Special Servicer (in the case of the REO Account), the Trustee (with respect to Permitted Investments of amounts in the Distribution Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account and the

Additional Interest Account) or the Companion Paying Agent with respect to the Companion Distribution Account, shall:


                    (x)     consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and


                    (y)     demand payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.


                    (b)     Whether or not the Master Servicer directs the investment of funds in any of the Servicing Accounts, the Reserve Accounts or the Certificate Account, interest and investment income realized on funds deposited therein, to the extent of the related Net Investment Earnings, if any, for each Collection Period and, in the case of a Reserve Account or a Servicing Account, to the extent not otherwise payable to the related Mortgagor in accordance with applicable law or the related Mortgage Loan documents, shall be for the sole and exclusive benefit of the Master Servicer and shall be subject to its withdrawal in accordance with Section 3.03(a), 3.03(f) or 3.05(a), as applicable.  Whether or not the Special Servicer directs the investment of funds in the REO Account, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any, for each Collection Period, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.16(b).  Whether or not the Trustee directs the investment of funds in the Distribution Account, the Interest Reserve Account, the Additional Interest Account or the Gain-on-Sale Reserve Account, interest and investment income realized on funds deposited therein, to the extent of the Net Investment Earnings, if any, for each related Distribution Date, shall be for the sole and exclusive benefit of the Trustee and shall be subject to its (or the Paying Agent’s on its behalf) withdrawal in accordance with Section 3.05(b).  If any loss shall be incurred in respect of any Permitted Investment on deposit in any Investment Account, the Master Servicer (in the case of the Servicing Accounts, the Reserve Accounts and the Certificate Account,
excluding any accounts containing amounts invested solely for the benefit of, and at the direction of, the Mortgagor under the terms of the Mortgage Loan or applicable law), the Companion Paying Agent (in the case of the Companion Distribution Account), the Special Servicer (in the case of the REO Account) and the Trustee (with respect to Permitted Investments of amounts in the Distribution Account, the Additional Interest Account,


- 112 -







the Interest Reserve Account and the Gain-on-Sale Reserve Account) shall promptly deposit therein from its own funds, without right of reimbursement, no later than, in the case of the Master Servicer and Special Servicer, the end of the Collection Period during which such loss was incurred and in the case of the Trustee, no later than 12:00 noon, New York City time, on the Distribution Date, the amount of the Net Investment Loss, if any, for such Collection Period or on such Distribution Date, provided, that none of the Master Servicer, the Special Servicer or the Trustee shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible
Account at the time such investment was made.


                    (c)     Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment and the Trustee, the Special Servicer or the Master Servicer fails to deposit any losses with respect to such Permitted Investment pursuant to Section 3.06(b), the Trustee may (or, in the event of a default by the Trustee, the Master Servicer or Special Servicer shall) and, subject to Section 8.02, upon the request of Holders of Certificates entitled to not less than 25% of the Voting Rights allocated to any Class, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


                    (d)     Notwithstanding the investment of funds held in any Investment Account, for purposes of the calculations hereunder, including, without limitation, the calculation of the Available Distribution Amount, the amounts so invested shall be deemed to remain on deposit in such Investment Account.


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


                    (a)     The Master Servicer (with respect to Mortgage Loans and Companion Loans other than Specially Serviced Mortgage Loans and to the extent that the Trust Fund has an insurable interest) and the Special Servicer (with respect to Specially Serviced Mortgage Loans and REO Properties 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.  Whether or not the applicable Mortgage Loan documents require such insurance, the Majority Subordinate Certificateholder may request that earthquake insurance be secured for one or more Mortgaged Properties at the expense of the


- 113 -







Majority Subordinate Certificateholder.  Subject to Section 3.17(a), the Special Servicer shall also cause to be maintained for each REO Property no less insurance coverage than was previously required of the Mortgagor under the related Mortgage; provided, that all such insurance shall be obtained from Qualified Insurers.  All such insurance policies maintained by the Master Servicer or the Special Servicer (i) shall contain (if they insure against loss to property and do not relate to an REO Property) a “standard” mortgagee clause, with loss payable to the Trustee or the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans); (ii) shall be in the name of the Special Servicer (in the case of insurance maintained in respect of REO Properties), on behalf of the Trustee; (iii) shall be non-cancelable without 30 days’ prior written notice to the insured party; (iv) shall
include coverage in an amount not less than the lesser of (x) the full replacement cost of the improvements securing a Mortgaged Property or REO Property, as applicable, or (y) the outstanding principal balance owing on the related Mortgage Loan or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions; (v) shall include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents); (vi) shall include such other insurance, including, to the extent available at commercially reasonable rates, earthquake insurance, where applicable, as required under the applicable Mortgage or other Mortgage Loan document; and (vii) in each case such insurance shall be issued by an insurer authorized under applicable law to issue such insurance.  Any amounts collected by the Master Servicer or the Special Servicer under any such policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case subject to the rights of any tenants and ground lessors, as the case may be, and in each case in accordance with the terms of the related Mortgage and the Servicing Standard) shall be deposited in the Certificate Account, subject to withdrawal pursuant to Section 3.05(a), in the case of amounts received in respect of a Mortgage Loan or Companion Loan, or in the REO Account, subject to withdrawal pursuant to Section 3.16(c), in the case of amounts received in respect of an REO Property.  Any cost incurred by the Master Servicer or the Special Servicer in maintaining any such insurance shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan or Companion
Loans so permit.


                    Notwithstanding the foregoing, the Master Servicer or Special Servicer, as applicable, will not be required to maintain (and in the case of the Special Servicer, with respect any Specially Serviced Mortgage Loan), and shall not cause a Mortgagor to be in default with respect to the failure of the related Mortgagor to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if the Special Servicer, in consultation with the Controlling Class Representative, and, with respect to each Co-Lender Loan, in consultation with the related Companion Holder if required under the applicable Intercreditor Agreement has determined in accordance with the Servicing Standard that either (a) such insurance is not available at any rate or (b) such insurance is not available at commercially reasonably rates and that
such hazards are not at the time commonly insured against for properties similar to the Mortgaged Property and located in or around the region in which such Mortgaged Property is located and the Controlling Class Representative has approved the decision not to require the borrower to maintain terrorism insurance (provided, that the decision of the Controlling Class Representative to grant or withhold such consent shall be disregarded by the Special Servicer if 


- 114 -







such consent or lack of consent would cause the Special Servicer to violate the Servicing Standard); provided, however, the Controlling Class Representative’s approval shall be deemed to have been given if it has not responded within five Business Days of receipt of the Special Servicer’s written recommendation and the information upon which such recommendation is based; provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Controlling Class Representative or Companion Holder, if applicable, 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 provided, that the Master Servicer has given prompt notice to the Special Servicer of its determination that it will not be successful in its efforts to cause the Mortgagor to obtain such insurance, along with its determination, and any information in its possession, regarding the availability and cost of such insurance.  The Special Servicer shall promptly notify the Master Servicer of each determination under this paragraph.  


                    (b)     If the Master Servicer or the Special Servicer shall obtain and maintain, or cause to be obtained and maintained, a blanket policy insuring against hazard losses on all of the Mortgage Loans, Companion Loans and/or REO Properties that it is required to service and administer, then, to the extent such policy (i) is obtained from a Qualified Insurer and (ii) provides protection equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related Mortgaged Properties and/or REO Properties.  Such blanket policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or the Special Servicer,
as appropriate, shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a hazard insurance policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses that would have been covered by such policy, promptly deposit into the Certificate Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause.  The Master Servicer or the Special Servicer, as appropriate, shall prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.


                    (c)     Each
of the Master Servicer and the Special Servicer shall at all times during the
term of this Agreement (or, in the case of the Special Servicer, at all times
during the term of this Agreement in which Specially Serviced Mortgage Loans or
REO Properties are part of the Trust Fund) keep in force a fidelity bond with
Qualified Insurers, such fidelity bond to be in such form and amount as would
permit it to be a qualified FNMA or FHLMC, whichever is greater, seller-servicer
of multifamily mortgage loans, or in such other form and amount as would not
cause the qualification, downgrading or withdrawal of any rating assigned by any
Rating Agency to the Certificates (as evidenced in writing from each Rating
Agency).  Each of the Master Servicer and the Special Servicer shall be
deemed to have complied with the foregoing provision if an Affiliate thereof has
such fidelity bond coverage and, by the terms of such fidelity bond, the
coverage afforded thereunder extends to the Master Servicer or the Special Servicer, as the case may
be.  Such fidelity bond shall provide for ten days’ written notice to
the Trustee prior to any cancellation.


- 115 -







                    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, the Master Servicer, with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans, and the Special Servicer, with respect to Specially Serviced Mortgage Loans, shall promptly analyze such waiver, including the preparation of written materials in connection with such analysis, and will close the related transaction, subject to the consent rights (if any) of each Companion Holder pursuant to the related Intercreditor Agreement as provided in this Section 3.08.  With respect to all Mortgage Loans other than Specially Serviced Mortgage Loans, the Master Servicer or, in the case of Specially Serviced Mortgage 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 following its receipt of a request of a waiver in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (with the written consent of the Special Servicer, which consent shall be deemed given if not denied within the later of (a) 15 Business Days after the Special Servicer’s receipt of the written recommendation of the Master Servicer for such action and any additional information the Special Servicer may reasonably request for the analysis of such request (such recommendation


- 116 -







and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) and (b) five (5) Business Days after the Controlling Class Representative’s receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for the analysis of such request, which notice shall be given by the Special Servicer no later than 10 Business Days after the commencement of the 15 Business Day period described in the preceding clause (a)) or the Special Servicer (with the written consent of the Controlling Class Representative, which consent shall be deemed given if not denied within five Business Days after the Controlling Class Representative’s receipt of the written recommendation of the Special Servicer for such action and any additional information the Controlling Class Representative may reasonably request for
the analysis of such request), as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions would be in accordance with the Servicing Standard.  Promptly after the Master Servicer (with the written consent of the Special Servicer to the extent required in the preceding sentence) or the Special Servicer (with the written consent of the Controlling Class Representative to the extent required in the preceding sentence), as applicable, has made any such determination, the Master Servicer or the Special Servicer shall deliver to the Trustee, the Rating Agencies and each other party hereto an Officer’s Certificate setting forth the basis for such determination.  Neither the Master Servicer nor the Special Servicer shall exercise (and the Special Servicer shall not consent to) any such waiver in respect of a due-on-encumbrance provision of any Mortgage Loan (i) with respect to which 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 one of the ten largest Mortgage Loans or concentrations of Mortgage Loans, as of the date of such waiver request, without receiving prior written confirmation from S&P, Fitch and Moody’s that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates or (ii) 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 5% of such aggregate Stated Principal Balance if such aggregate Stated Principal Balance is less than $100 million), 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 and Fitch that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Certificates or (iii) with respect to which (a) the criteria set forth in clause (ii)(a), (ii)(b) or (ii)(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, neither the Master Servicer nor the Special Servicer shall waive any such restriction with respect to which


- 117 -







(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, is 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, Moody’s and Fitch that such action would not result in a downgrading, qualification or
withdrawal of the ratings then assigned to the Certificates; provided, that, if the Mortgage Loan does not meet the criteria set forth in clauses (i), (iii)(a), or (iii)(b) of the immediately preceding sentence, the Master Servicer or the Special Servicer, as applicable, may waive such requirement without confirmation by S&P or Fitch in accordance with the Servicing Standard; and provided, further, that, if the Mortgage Loan does not meet the criteria set forth in clause (ii) of the immediately preceding sentence, the Master Servicer or Special Servicer, as applicable, may waive such requirement without approval by S&P, Moody’s or Fitch in accordance with the Servicing Standard.  With respect to each Co-Lender Loan, no waiver of a due-on-sale or due-on-encumbrance provision will be effective unless the Master Servicer or Special Servicer, as applicable, first consults with the related Subordinate Companion Holder if required under the applicable Intercreditor
Agreement.


                    (b)     Notwithstanding any other provisions of this Section 3.08, the Master Servicer (with respect to Mortgage Loans other than 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” 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


- 118 -







full value thereof for the benefit of the Certificateholders.  Any legal fees, premiums or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any such claim under an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance.  With respect to each environmental insurance policy that relates to one or more Mortgage Loans, the Master Servicer shall review and familiarize itself with the terms and conditions relating to enforcement of claims and shall monitor the dates by which any claim must be made or any action must be taken under such policy to realize the full value thereof for the benefit of the Certificateholders in the event the Master Servicer has actual knowledge of an Insured Environmental Event giving rise to a claim under such policy.


                    In the event that the Master Servicer receives notice of any termination of any environmental insurance policy that relates to one or more Mortgage Loans, the Master Servicer shall, within five Business Days after receipt of such notice, notify the Special Servicer, the Controlling Class Representative, the related Companion Holder (in the case of a Co-Lender Loan), the Rating Agencies and the Trustee of such termination in writing.  Upon receipt of such notice, the Master Servicer with respect to non-Specially Serviced Mortgage Loans, and the Special Servicer with respect to Specially Serviced Mortgage Loans, shall address such termination in accordance with Section 3.07(a) in the same manner as it would the termination of any other Insurance Policy required under the related Mortgage Loan documents.  Any legal fees, premiums or other
out-of-pocket costs incurred in accordance with the Servicing Standard in connection with a resolution of such termination of an environmental insurance policy shall be paid by the Master Servicer and shall be reimbursable to it as a Servicing Advance.


                    (d)     For the avoidance of doubt, any servicing obligation set forth under this Section 3.08 of the Master Servicer or Special Servicer, as applicable, for any Co-Lender Loan shall also apply to the related Companion Loan.


          Section 3.09.     Realization Upon Defaulted Mortgage Loans; Required Appraisals.


                    (a)     The Special Servicer shall, subject to Sections 3.09(b) through 3.09(d) and Section 6.11, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans or Companion Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, including, without limitation, pursuant to Section 3.20. Subject to the second paragraph of Section 3.03(c), the Master Servicer shall advance all costs and expenses (other than costs or expenses that would, if incurred, constitute a Nonrecoverable Servicing Advance) incurred by the Special Servicer in any such proceedings, and shall be entitled to reimbursement therefor as provided in Section
3.05(a).  Nothing contained in this Section 3.09 shall be construed so as to require the Special Servicer, on behalf of the Trust Fund, to make a bid on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the Special Servicer in accordance with the Servicing Standard and in its reasonable and good faith judgment taking into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan or Companion Loan, the occupancy level and physical condition of the Mortgaged Property or REO Property, the state of the local economy, the obligation to dispose of any REO Property within the time period 


- 119 -







specified in Section 3.16(a) and the results of any appraisal obtained pursuant to the following sentence, all such bids to be made in a manner consistent with the Servicing Standard.  If and when the Master Servicer or the Special Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted Mortgage Loan or defaulted Companion Loan, whether for purposes of bidding at foreclosure or otherwise, it may, at the expense of the Trust Fund, have an appraisal performed with respect to such property by an Independent Appraiser or other expert in real estate matters; which appraisal shall take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Mortgage Loan, the occupancy level and physical condition of the Mortgaged Property or REO Property, the state of the local economy and the obligation to dispose of any REO Property within the
time period specified in Section 3.16(a), including without limitation, any environmental, engineering or other third party reports available, and other factors that a prudent real estate appraiser would consider.


                    With respect to each Required Appraisal Mortgage Loan, the Special Servicer will be required to obtain a Required Appraisal (or with respect to any Mortgage Loan with an outstanding principal balance less than $2,000,000, an internal valuation performed by the Special Servicer) within 60 days of a Mortgage Loan becoming a Required Appraisal Mortgage Loan (unless an appraisal meeting the requirements of a Required Appraisal was obtained for such Required Appraisal Mortgage Loan within the prior 12 months and the Special Servicer has no actual knowledge of a material adverse change in the condition of the related Mortgaged Property in which case such appraisal may be a letter update of the Required Appraisal) and thereafter shall obtain a Required Appraisal (or with respect to any Mortgage Loan with an outstanding principal balance less than
$2,000,000, and in lieu of an Appraisal, an internal valuation performed by the Special Servicer) once every 12 months (or sooner if the Special Servicer has actual knowledge of a material adverse change in the condition of the related Mortgaged Property) if such Mortgage Loan remains a Required Appraisal Mortgage Loan.  The Special Servicer will deliver a copy of each Required Appraisal (or letter update or internal valuation) to the Master Servicer, the Controlling Class Representative and 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))
  







- 120 -









	
   
 	
  
to the effect that the holding of such personal property as part of   the Trust Fund (to the extent not allocable to a Companion Loan) will not cause   the imposition of a tax on either of REMIC I or REMIC II under the REMIC   Provisions or cause either of 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 (which may include through a single member limited liability company owned by the Trust), initiate foreclosure proceedings, obtain title to a Mortgaged Property by deed in lieu of foreclosure or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders, could, in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, made in accordance with the Servicing Standard, be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within

the meaning of CERCLA or any comparable law (a “potentially responsible party”), unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee that shall specify all of the bases for such determination) the Special Servicer has previously determined in accordance with the Servicing Standard, and based on an Environmental Assessment of such Mortgaged Property performed by an Independent Person who regularly conducts Environmental Assessments and performed within six months prior to any such acquisition of title or other action (a copy of which Environmental Assessment shall be delivered to the Trustee, the Controlling Class Representative and 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


- 121 -







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 if any such Environmental Assessment so warrants, the Special Servicer shall perform such additional environmental testing as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding paragraph have been satisfied, the cost of which shall be at the expense of the Trust Fund.


                    (d)     If the environmental testing contemplated by Section 3.09(c) above establishes that any of the conditions set forth in clauses (i) and (ii) thereof has not been satisfied with respect to any Mortgaged Property securing a Defaulted Mortgage Loan and there is no breach of a representation or warranty requiring repurchase under the applicable Mortgage Loan Purchase Agreement, the Special Servicer shall take such action as is in accordance with the Servicing Standard (other than proceeding against the Mortgaged Property) and, at such time as it deems appropriate, may, on behalf of the Trustee, release all or a portion of such Mortgaged Property from the lien of the related Mortgage; provided, that, if such Mortgage Loan has a then outstanding principal balance of greater than $1,000,000, then prior to
the release of all or a portion of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Controlling Class Representative and 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 Officer’s Certificate stating that such reports have been filed.  Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050J and 6050P of the Code.


- 122 -







                    (h)     The Special Servicer shall maintain accurate records, prepared by a Servicing Officer, of each Final Recovery Determination in respect of any Mortgage Loan, Companion Loan or REO Property and the basis thereof.  Each Final Recovery Determination shall be evidenced by an Officer’s Certificate (together with the basis and back-up documentation for the determination) delivered to the Trustee, the Controlling Class Representative and the Master Servicer no later than the third Business Day following such Final Recovery Determination.


                    (i)     Upon reasonable request of the Master Servicer, the Special Servicer shall deliver to it and the related Sub-Servicer any other information and copies of any other documents in its possession with respect to a Specially Serviced Mortgage Loan or the related Mortgaged Property.


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


                    (a)     Upon the payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer shall promptly notify the Trustee in writing, who shall release or cause the related Custodian to release, by a certification (which certification shall be in the form of a Request for Release in the form of Exhibit D-1 attached hereto and shall be accompanied by the form of a release or discharge and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Certificate Account pursuant to Section 3.04(a) have been or will be so deposited) of a Servicing Officer (a copy of which certification shall be delivered to
the Special Servicer) and shall request delivery to it of the related Mortgage File.  Upon receipt of such certification and request, the Trustee shall release, or cause any related Custodian to release, the related Mortgage File to the Master Servicer and shall deliver to the Master Servicer such release or discharge, duly executed.  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 (including any related Companion Loan), the Master Servicer or the Special Servicer shall otherwise require any Mortgage File (or any portion thereof), the Trustee, upon request of the Master Servicer and receipt from the Master Servicer of a Request for Release in the form of Exhibit D-1 attached hereto signed by a Servicing Officer thereof, or upon request of the Special Servicer and receipt from the Special Servicer of a Request for Release in the form of Exhibit D-2 attached hereto, shall release, or cause any related Custodian to release, such Mortgage File (or portion thereof) to the Master Servicer or the Special Servicer, as the case may be.  Upon return of such Mortgage File (or portion thereof) to the Trustee
or related Custodian, or the delivery to the Trustee of a certificate of a Servicing Officer of the Special Servicer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation that are required to be deposited into the Certificate Account pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the Trustee or related Custodian to the Master Servicer or the Special Servicer, as applicable.


- 123 -







                    (c)     Within seven (7) 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, subject to Section 3.01(b), execute and deliver in the name of the Trustee based on a limited power of attorney issued in favor of the Special Servicer pursuant to Section 3.01(b)), in the form supplied to the Trustee, any court pleadings, requests for trustee’s sale or other documents stated by the Special Servicer to be reasonably necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or REO Property or to any legal action

brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity or to defend any legal action or counterclaim filed against the Trust Fund, the Master Servicer or the Special Servicer.  Together with such documents or pleadings, the Special Servicer shall deliver to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.


          Section 3.11.     Servicing Compensation.


                    (a)     As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Master Servicing Fee with respect to each Mortgage Loan (including each Specially Serviced Mortgage Loan) and REO Loan.  Subject to the second paragraph of this Section 3.11(a), no Master Servicing Fee shall be payable with respect to any Companion Loan 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.



- 124 -







                    The
Master Servicer shall also be entitled to receive a Master Servicing Fee with
respect to each Pari Passu Companion Loan.  As to each such Pari Passu
Companion Loan, the Master Servicing Fee shall accrue at the related Pari Passu Companion Loan
Servicing Fee Rate and shall otherwise be subject to the terms of the first
paragraph of this Section 3.11(a); provided, that the Master Servicing
Fee for each Pari Passu Companion Loan will be payable solely from collections
on such Pari Passu Companion Loan and not from any collections on the Mortgage
Loans.




                    (b)     Additional
servicing compensation in the form of: (i) all late payment charges, Penalty
Interest, assumption application fees if the related assumption is completed,
modification fees for modifications to Mortgage Loans or Companion Loans that
are not Specially Serviced Mortgage Loans 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 (A) any
assumption fees and (B) any assumption application fees if the related
assumption fails to be completed, in each case to the extent actually paid by a
Mortgagor with respect to any Mortgage Loan or Companion Loan if such Mortgage
Loan or Companion Loan 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 (other than Special Servicing Fees, Workout Fees and/or
Liquidation Fees) or interest on Advances pursuant to this Section
3.11(b).  To the extent the Master Servicer or the Special Servicer
receives late payment charges or Penalty Interest on a Mortgage Loan for which
interest on Advances or Additional Trust Fund Expenses (other than Special
Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage
Loan 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
since the Closing Date for which the Trust Fund has not been previously
reimbursed and the amount of Additional Trust Fund Expenses (other than Special
Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage
Loan incurred since the Closing Date 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 Mortgage 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, in accordance with Section 3.06(b) (but
only to the extent of the Net Investment Earnings, if any, with respect
to 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.


- 125 -








                    The Master Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket policy insuring against hazard losses pursuant to Section 3.07(b)), if and to the extent such expenses are not payable directly out of the Certificate Account, and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.  The Master Servicer shall not waive or agree to any discount of any portion of assumption fees to which the Special Servicer is entitled.


                    (c)     As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Mortgage Loan and each REO Loan.  As to each Specially Serviced Mortgage Loan and REO Loan, the Special Servicing Fee shall accrue at the Special Servicing Fee Rate and on the same principal amount respecting which the related interest payment due on such Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is computed and calculated on the basis of a 360-day year consisting of twelve 30-day months (or, in the event of a Principal Prepayment in full or other Liquidation Event with respect to a Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse from and including the related Due Date to but excluding the
date of such Principal Prepayment or Liquidation Event in a month consisting of 30 days).  The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan or REO Loan shall cease to accrue as of the date a Liquidation Event occurs in respect thereof or it becomes a Corrected Mortgage Loan.  Earned but unpaid Special Servicing Fees shall be payable monthly out of general collections on the Mortgage Loans, Companion Loans and any REO Properties on deposit in the Certificate Account pursuant to Section 3.05(a).


                    As further compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Workout Fee with respect to each Corrected Mortgage Loan, so long as such loan remains a Corrected Mortgage Loan.  As to each Corrected Mortgage Loan, the Workout Fee shall be payable out of, and shall be calculated by application of the Workout Fee Rate to, each collection of interest (other than Additional Interest and Penalty Interest) and principal received on such Mortgage Loan or Companion Loan for so long as it remains a Corrected Mortgage Loan (net of any portion of such collection payable or reimbursable to the Master Servicer, the Special Servicer, or the Trustee for any related unpaid or unreimbursed Master Servicing Fees and/or Advances) received on such Mortgage Loan or Companion Loan for so long as it remains a
Corrected Mortgage Loan provided, that, with respect to any Intercreditor Agreement, the AMLI at Bent Tree Apartments Subordination, Standstill and Recognition Agreement or any mezzanine intercreditor agreement which expressly excludes payment of a Workout Fee as part of any exercise of a purchase option thereunder, no Workout Fee shall be payable hereunder and instead, to the extent provided in the related Intercreditor Agreement, the AMLI at Bent Tree Apartments Subordination, Standstill and Recognition Agreement or any mezzanine intercreditor agreement and herein, a Liquidation Fee shall be payable.  The Workout Fee with respect to any Corrected Mortgage Loan will cease to be


- 126 -







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 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 three such consecutive payments.  The successor Special Servicer will not be entitled to any portion of those Workout Fees.


                    In addition, with respect to each Specially Serviced Mortgage Loan and REO Loan (or Qualified Substitute Mortgage Loan substituted in lieu thereof), the Special Servicer shall be entitled to the Liquidation Fee payable out of, and calculated by application of the Liquidation Fee Rate to, all amounts (whether in the form of payments of Liquidation Proceeds or REO Revenues or a full or discounted payoff by the Mortgagor) received in respect of such Mortgage Loan or Companion Loan (or, in the case of an REO Loan, in respect of the related REO Property) and allocable as a full or partial recovery of principal, interest and expenses in accordance with Section 3.02(b) or the definition of “REO Loan,” as applicable; provided, that no Liquidation Fee shall be payable in connection with, or out of (i) Insurance Proceeds, (ii)
condemnation proceeds and (iii) Liquidation Proceeds resulting from the purchase of any Mortgage Loan or REO Property by a Mortgage Loan Seller pursuant to the applicable Mortgage Loan Purchase Agreement, by the Majority Subordinate Certificateholder, the Companion Holder, or the Special Servicer pursuant to Section 3.18(c), Section 3.18(d) or Section 3.18(h) or by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder or the purchasing Certificateholder pursuant to Section 9.01, or any mezzanine lender pursuant to the related mezzanine intercreditor agreement if purchased by the mezzanine lender within 90 days of becoming a Specially Serviced Mortgage Loan (or with respect to the Westland Mall Loan, any purchase by the Westland Mall mezzanine lender pursuant to the Westland Mall Mezzanine Intercreditor Agreement) or, by the AMLI at Bent Tree Apartments subordinate mortgagee pursuant to Section 16(a) of the AMLI at Bent Tree Apartments Subordination, Standstill and
Recognition Agreement; and (iii) Liquidation Proceeds resulting from the remittance by the related Mortgage Loan Seller pursuant to Section 2.03; and provided, further, that no Liquidation Fee shall be payable (i) in connection with a Periodic Payment received in connection with such Mortgage Loan or (ii) to the extent a Workout Fee is payable concerning the Liquidation Proceeds.


                    The Special Servicer’s right to receive the Special Servicing Fee, the Workout Fee and the Liquidation Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under Sections 6.02, 6.04 and 6.09.


- 127 -







                    (d)     Additional servicing compensation in the form of: (i) all late payment charges, Penalty Interest 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) one hundred percent (100%) of any assumption application fees and assumption fees with respect to any Specially Serviced Mortgage Loan and fifty percent (50%) of (A) any assumption fees and (B) any assumption application fees if the related assumption fails to be completed with respect to any Mortgage Loan or Companion Loan if such Mortgage Loan or Companion Loan is not a Specially Serviced Mortgage Loan, in each case to the extent actually paid by a Mortgagor, 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 (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) 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 (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage Loan 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 since the Closing Date for which the Trust Fund has not been previously reimbursed and the amount of Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage Loan since the Closing Date and not previously reimbursed to the Trust Fund.  To the
extent that the Special Servicer is not entitled to late payment charges or Penalty Interest pursuant to the immediately preceding sentence, the Special Servicer shall promptly transfer such late payment charges and Penalty Interest to the Master Servicer who shall deposit such late payment charges and Penalty Interest in the Certificate Account.  The Special Servicer shall also be entitled to additional servicing compensation in the form of:  (i) interest or other income earned on deposits in the REO Account, if established, in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to the REO Account for each Collection Period); and (ii) to the extent not required to be paid to any Mortgagor under applicable law, any interest or other income earned on deposits in the Servicing Accounts maintained by the Special Servicer.  The Special Servicer shall be required to pay out of its own funds all general and administrative expenses
incurred by it in connection with its servicing activities hereunder, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in Section 3.05(a) if and to the extent such expenses are not payable directly out of the Certificate Account or the REO Account.


- 128 -







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


                    (a)     (i) 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 becomes a Specially Serviced Mortgage Loan and (ii) the Master Servicer (in the case of a non-Specially Serviced Mortgage Loan) or the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall perform or cause to be performed a physical inspection of a Mortgaged Property as soon as the related Debt Service Coverage Ratio set forth in the CMSA Comparative Financial Status Report of a Mortgage Loan is below 1.0x, provided, that, with respect to inspections prepared by the Special Servicer, 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).  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 (and, in the case of the Master Servicer, 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 2005; 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 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).


- 129 -







                    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.


                    If the Special Servicer initiates a servicing transfer under clause (b) or (c) of the definition of “Specially Serviced Mortgage Loan,” the Special Servicer shall give written notice thereof to the Master Servicer, the Controlling Class Representative and the Trustee in order to effectuate such transfer.


                    (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 (v) below, only with
respect to Specially Serviced Mortgage Loans) providing the required information as of such Determination Date: (i) a CMSA Historical Liquidation Report; (ii) a CMSA Historical Loan Modification and Corrected Mortgage Loan Report; (iii) a CMSA REO Status Report, (iv) a CMSA Advance Recovery Report and (v) a CMSA Delinquent Loan Status Report.  


                    (c)     Not later than 4:00 p.m. (New York City time) on the third Business Day after each Determination Date, the Master Servicer shall deliver or cause to be delivered to the Trustee (in electronic format acceptable to the Master Servicer and the Trustee) (A) the most recent CMSA Historical Loan Modification and Corrected Mortgage Loan Report, CMSA Historical Liquidation Report and CMSA REO Status Report received from the Special Servicer pursuant to Section 3.12(b); (B) a CMSA Property File, a CMSA Comparative Financial Status Report and a CMSA Financial File, each with the required information as of the end of the preceding calendar month (in each case combining the reports prepared by the Special Servicer and the Master Servicer); (C) a CMSA Loan Level Reserve/LOC Report and 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) a CMSA Advance Recovery Report, with the required information as of such Determination Date.  


                    (d)     The Special Servicer will deliver to the Master Servicer the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer shall deliver to the Trustee the reports set forth in this Section 3.12 in an electronic format reasonably acceptable to the Special Servicer and the Master Servicer with respect to the reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master Servicer and the Trustee with respect to the reports set forth in Section 3.12(c).  The Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(b) and this Section 3.12(d).  The Trustee may, absent manifest error, conclusively rely on the CMSA Loan Periodic Update File to be provided by

the Master Servicer pursuant to


- 130 -







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 endeavor, consistent with the Servicing Standard, to obtain quarterly and annual operating statements and rent rolls with respect to the related Mortgage Loans and REO Properties, which efforts shall include, 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, a CMSA NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit).


                    The Special Servicer with respect to each Specially Serviced Mortgage Loan and REO Loan, and the Master Servicer with respect to each other Mortgage Loan, shall each prepare and maintain and forward to each other one CMSA Operating Statement Analysis for each Mortgaged Property and REO Property, as applicable.  The CMSA Operating Statement Analysis for each Mortgaged Property and REO Property is to be updated by each of the Master Servicer and the Special Servicer, as applicable, within thirty days after its respective receipt of updated operating statements for such Mortgaged Property or REO Property, as the case may be, but in no event less frequently than annually by June 30th of each year.  The Master Servicer and the Special Servicer shall each use the “Normalized” column from the CMSA NOI Adjustment Worksheet for any
Mortgaged Property or REO Property, as the case may be, to update the corresponding CMSA Operating Statement Analysis and shall use any operating statements received with respect to any Mortgaged Property or REO Property, as the case may be, to


- 131 -







prepare the CMSA NOI Adjustment Worksheet for such property.  Copies of CMSA Operating Statement Analyses and CMSA NOI Adjustment Worksheets are to be made available by the Master Servicer to the Trustee, the Special Servicer or the Controlling Class Representative 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 15th of each year (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning March 15, 2006, an Officer’s Certificate stating, as to each signer thereof, that (i) a review of the activities of the Master Servicer or the Special Servicer, as the case may be, during the preceding calendar year and of its performance under this Agreement has been made under such officer’s supervision, (ii) to the best of such officer’s knowledge, based on
such review, the Master Servicer or the Special Servicer, as the case may be, has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and (iii) the Master Servicer or the Special Servicer, as the case may be, has received no notice regarding qualification, or challenging the status, of either of 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 of which any Responsible Officer of the Trustee has actual knowledge (it being understood that the Trustee is not under any obligation to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section 3.13 and this Agreement) prior to March 25th of the year received.


          Section 3.14.     Reports by Independent Public Accountants.


                    On or before March 15th of each year (or April 30th of each year with respect to which the Depositor has informed the Master Servicer that reports described in Section 8.17(a) are no longer required to be filed), beginning March 15th, 2006, each of the Master Servicer and the Special Servicer at its expense shall cause a firm of Independent public accountants (which may also render other services to the Master Servicer or the Special Servicer) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee, the Underwriters, the Rating Agencies, the Controlling Class Representative, the Depositor and, in the case of the Special Servicer, 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, 2005) 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,


- 132 -







in the opinion of such firm, the USAP requires it to report.  In rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by Sub-Servicers, upon comparable statements for examinations conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers (rendered within one year of such statement) of independent public accountants with respect to the related Sub-Servicer.  With respect to each year that the reports described in Section 8.17(a) are filed, prior to February 15th of each calendar year, beginning February 15, 2006, 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 (it being understood that the Trustee is not under any obligation
to monitor the activities of the Master Servicer or Special Servicer except to the extent required by this Section 3.14 and this Agreement).


          Section 3.15.     Access to Certain Information.


                    (a)     Upon ten days prior written notice, the Master Servicer (with respect to the items in clauses (a), (b) (other than Distribution Date Statements), (c), (d), (e), (f), (h) and (i) below, unless such item was not delivered to the Master Servicer), the Special Servicer (with respect to the items in clauses (c), (d), (g), (h) and (i) below (unless any such item was not delivered to the Special Servicer) and the Trustee (with respect to the items in clauses (b) and (i) below) and any other items (unless any such item was not delivered to the Trustee) 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 office in Minnesota), during normal business hours, or send to the requesting party, such party having been certified to the Trustee, the Master Servicer or the Special Servicer, as applicable, in accordance with (a) and (b) in the following paragraph, as appropriate, at the expense of such requesting party (unless otherwise provided in this Agreement), for review by any Certificate Owner or Certificateholder or any Person identified by a Certificate Owner or Certificateholder or its designated agent to the Trustee, the Master Servicer or the Special Servicer, as the case may be, as a prospective transferee of any Certificate or interest therein or a Companion Loan or any interest therein (to the extent such information is related to such Companion Loan or the related Mortgage Loan), the Trustee, the Rating Agencies, the Underwriters and anyone specified thereby and the Depositor, originals or copies of the following items:  (a) this Agreement and any amendments thereto, (b) all

Distribution Date Statements delivered to holders of the relevant Class of Certificates since the Closing Date and all reports, statements and analyses delivered by the Master Servicer since the Closing Date pursuant to Section 3.12(c), (c) all Officer’s Certificates delivered by the Master Servicer or the Special Servicer since the Closing Date pursuant to Section 3.13, (d) all accountants’ reports delivered to the Master Servicer in respect of itself or the Special Servicer since the Closing Date as described in Section 3.14, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property and any Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the
Special Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h) the Servicing File relating to each Mortgage Loan and (i) any and all Officer’s Certificates and other


- 133 -







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
(which in the case of the Controlling Class Representative may be a standing
confirmation) executed by the requesting Person substantially in the form of
Exhibit K-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 K-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 permitted
pursuant to the terms of this Agreement, as applicable, or has previously been
filed with the Commission, and the Trustee, the Master Servicer or the Special
Servicer, as applicable, shall not require either of the certifications
contemplated by the second preceding sentence in connection with providing any
information pursuant to this Section 3.15 that has previously been made
available via the Trustee’s, the Master Servicer’s or Special
Servicer’s Internet Website without restriction as to access in compliance with the terms of this Agreement, as applicable, or has previously
been filed with the Commission.


- 134 -








                    Each of the Master Servicer and the Special Servicer shall afford to the Trustee, the Rating Agencies and the Depositor, and to the OTS, the FDIC, the Federal Reserve Board and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder or a Companion Loan or any interest therein (to the extent such information is related to such Companion Loan or the related Mortgage Loan), access to any records regarding the Mortgage Loans and the servicing thereof within its control, except to the extent it is prohibited from doing so by applicable law or contract or to the extent such information is subject to a privilege under applicable law to be asserted on behalf of the Certificateholders or the Companion Holders.  Such access shall be afforded only upon reasonable prior written request and during normal

business hours at the offices of the Master Servicer or the Special Servicer, as the case may be, designated by it.


                    The Trustee, the Master Servicer, the Special Servicer and the Underwriters may require payment from the Certificateholder or Certificate Owner or holder of a Companion Loan, as applicable, of a sum sufficient to cover the reasonable costs and expenses of providing any such information or access pursuant to this Section 3.15 to, or at the request of, the Certificateholders or Certificate Owners or prospective transferees or holder of a Companion Loan, as applicable, including, without limitation, copy charges and, in the case of Certificateholders or Certificate Owners or holder of a Companion Loan, if applicable, requiring on site review in excess of three Business Days, reasonable fees for employee time and for space.


                    (b)     The Trustee shall, and 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 their respective Internet Websites, (ii) as a convenience for interested parties, the Prospectus Supplement, the Prospectus and this Agreement on their respective Internet Websites and (iii) any other items at the request of the Depositor via their respective Internet Websites.  In addition, the Trustee shall make available each month, on each Distribution Date, the Unrestricted Servicer Reports, the CMSA Loan Periodic Update File, the CMSA Loan Setup File, the CMSA Bond File, and the CMSA Collateral Summary File to any interested party on its Internet Website.  The Trustee shall, upon written request,
make available each month, on each Distribution Date, (i) the Restricted Servicer Reports, and (ii) the CMSA Property File and the CMSA Financial File, and (iii) the CMSA Reconciliation of Funds Report to any Privileged Person and to any other Person upon the direction of the Depositor.


                    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 Restricted Servicer Report or Unrestricted Servicer 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 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.


- 135 -







                    In connection with providing access to the Trustee’s Internet Website or the Master Servicer’s Internet Website, the Trustee or the Master Servicer, as applicable, 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 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 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(c).  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.


                    (d)     Upon the request of the Controlling Class Representative made not more frequently than once a month (which request may be a standing, continuing request), or at such mutually acceptable time each month as the Controlling Class Representative shall reasonably designate, each of the Master Servicer and Special Servicer shall, without charge, make a knowledgeable Servicing Officer available, at the option of the Controlling Class Representative either by telephone or at the office of such Servicing Officer, to answer questions from the Controlling Class Representative regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which such Master Servicer or Special Servicer, as the case may be, is responsible.  The Master Servicer and each of the Special Servicers each shall condition
such disclosure upon the Controlling Class Representative entering into a reasonable and customary confidentiality agreement reasonably acceptable to such servicer and the Controlling Class Representative regarding such disclosure to it.  Neither the Master Servicer nor the Special Servicer shall be required to provide any information or disclosures in violation of any applicable law, rule or regulation.


                    (e)     With respect to any Companion Loan, the Companion Holders shall receive and have access to any information described in this Section 3.15 which such Companion Holder is entitled to pursuant to the related Intercreditor Agreement.


- 136 -







          Section 3.16.     Title to REO Property; REO Account.


                    (a)     If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Trustee or its nominee on behalf of the Certificateholders and, if applicable, the Companion Holder, as their interests shall appear.  The Special Servicer, on behalf of the Trust Fund, shall sell any REO Property as soon as practicable in accordance with the Servicing Standard, but prior to the end of the third year following the calendar year in which REMIC I acquires ownership of such REO Property (or applicable portion thereof) for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for, more than sixty days prior to the end of such third succeeding year, and is granted an extension of time (an “REO Extension”) by the Internal Revenue Service to sell

such REO Property or (ii) obtains for the Trustee an Opinion of Counsel, addressed to the Trustee, the Special Servicer and the Master Servicer, to the effect that the holding by REMIC I of such REO Property subsequent to the end of such third succeeding year will not result in the imposition of taxes on “prohibited transactions” (as defined in Section 860F of the Code) of either of REMIC I or REMIC II or cause either of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding.  If the Special Servicer is granted the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such extended period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be.  Any expense incurred by the Special Servicer in connection with its
obtaining the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall first be payable from the related REO Account to the extent of available funds and then be a Servicing Advance by the Master Servicer.


                    (b)     The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets.  If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more accounts (collectively, the “REO Account”), held on behalf of the Trustee in trust for the benefit of the Certificateholders and, if applicable, the Companion Holder, as their interests shall appear, for the retention of revenues and other proceeds derived from each REO Property.  The REO Account shall be an Eligible Account.  The Special Servicer shall deposit, or cause to be deposited, in the REO Account, upon receipt, all REO Revenues, Insurance Proceeds and Liquidation Proceeds (net of Liquidation Expenses)
received in respect of an REO Property within 2 Business Days of receipt.  Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.  The Special Servicer shall be entitled to make withdrawals from the REO Account to pay itself, as additional servicing compensation in accordance with Section 3.11(d), interest and investment income earned in respect of amounts held in the REO Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the REO Account for any Collection Period).  The Special Servicer shall give written notice to the Trustee, and the Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.


- 137 -







                    (c)     The
Special Servicer shall withdraw from the REO Account funds necessary for the
proper operation, management, maintenance and disposition of any REO
Property, but only to the extent of amounts on deposit in the REO Account relating to such
REO Property (including any monthly reserve or escrow amounts necessary to
accumulate sufficient funds for taxes, insurance and anticipated capital
expenditures (the “Impound Reserve”)).  On the last day of
the related Collection Period, the Special Servicer shall withdraw from the REO
Account and deposit into the Certificate Account or deliver to the Master
Servicer or such other Person as may be directed by the Master Servicer (which
shall deposit such amounts into the Certificate Account) the aggregate of all
amounts received in respect of each REO Property during the most recently ended
Collection Period, net of any withdrawals made out of such amounts pursuant to
the preceding sentence; provided, that, in addition to the Impound
Reserve, the Special Servicer may retain in the REO Account such portion of
proceeds and collections as may be necessary to maintain a reserve of sufficient
funds for the proper operation, management and maintenance of the related REO
Property (including, without limitation, the creation of a reasonable reserve
for repairs, replacements and other related expenses).


                    (d)     The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).  The Special Servicer shall provide the Master Servicer any information with respect to the REO Account as is reasonably requested by the Master Servicer.


          Section 3.17.     Management of REO Property.


                    (a)     Prior to the acquisition of title to a Mortgaged Property, the Special Servicer shall review the operation of such Mortgaged Property and determine the nature of the income that would be derived from such property if it were acquired by the Trust Fund.  If the Special Servicer determines from such review in compliance with the Servicing Standard that in its good faith and reasonable judgment:




	
   
 	
  
          (i)     None   of the income from directly operating such REO Property would be subject to   tax as “net income from foreclosure property” within the meaning of the REMIC   Provisions (such tax referred to herein as an “REO Tax”), and the   Special Servicer does not engage in any of the activities described in the   definition of “Directly Operate” that would cause the REO Property to cease   to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)   of the Code, then such Mortgaged Property may be directly operated by the   Special Servicer as REO Property;
  
	
   
 	
   
 
	
   
 	
            (ii)    Directly   Operating such Mortgaged Property as an REO Property could result in income   from such property that would be subject to an REO Tax, but that a lease of   such property to another party to operate such property, or the performance   of some services by an Independent Contractor with respect to such property,   or another method of operating such property would not result in income   subject to an REO Tax, then the Special Servicer may (provided, that   in the good faith and reasonable judgment of the Special Servicer, such alternative   is commercially feasible and would result in a greater net recovery on a   present value basis than earning income subject to an REO Tax) acquire such   Mortgaged Property as REO Property and so lease or manage such REO Property;   or
  







- 138 -









	
   
 	
  
          (iii)   It   is reasonable to believe that Directly Operating such property as REO   Property could result in income subject to an REO Tax and that such method of   operation is commercially feasible and would result in a greater net recovery   on a present value basis than leasing or other method of operating the REO   Property that would not incur an REO Tax, the Special Servicer shall deliver   to the REMIC Administrator, in writing, a proposed plan (the “Proposed   Plan”) to manage such property as REO Property.  Such plan shall include potential sources of income, and to the   extent commercially feasible, estimates of the amount of income from each   such source.  Within a reasonable   period of time after receipt of such plan, the REMIC Administrator shall   consult with the Special Servicer and shall advise the Special Servicer of   the REMIC
Administrator’s federal income tax reporting position with respect   to the various sources of income that the Trust Fund would derive under the   Proposed Plan.  In addition, the REMIC   Administrator shall (to the extent reasonably possible) advise the Special   Servicer of the estimated amount of taxes that the Trust Fund would be   required to pay with respect to each such source of income.  After receiving the information described   in the two preceding sentences from the REMIC Administrator, the Special   Servicer shall either (A) implement the Proposed Plan (after acquiring the   respective Mortgaged Property as REO Property) or (B) manage such property in   a manner that would not result in the imposition of an REO Tax on the income   derived from such property.  All of   the REMIC Administrator’s expenses (including any fees and expenses of   counsel or other experts reasonably retained by it) incurred pursuant to this   Section shall be reimbursed to it from the
Trust Fund in accordance with   Section 10.01(e).
  






                    The Special Servicer’s decision as to how each REO Property shall be managed shall be based on the Servicing Standard and in any case on the good faith and reasonable judgment of the Special Servicer as to which means would be in the best interest of the Certificateholders (or, if the REO Property was formerly a Mortgaged Property securing a Co-Lender Loan, the Certificateholders and the related Companion Holder (as a collective whole in accordance with the Servicing Standard)) by maximizing (to the extent commercially feasible and consistent with Section 3.17(b)) the net after-tax REO Revenues received by the Trust Fund with respect to such property and, to the extent consistent with the foregoing, in the same manner as would prudent mortgage loan servicers operating acquired mortgaged property comparable to the respective Mortgaged
Property.  Both the Special Servicer and the REMIC Administrator may, at the expense of the Trust Fund payable pursuant to Section 3.05(a)(xiv) consult with counsel.


                    (b)     If title to any REO Property is acquired, the Special Servicer shall manage, conserve and protect such REO Property for the benefit of the Certificateholders (or, if the REO Property was formerly a Mortgaged Property securing a Co-Lender Loan, the Certificateholders and the related Companion Holder (as a collective whole in accordance with the Servicing Standard)) solely for the purpose of its prompt disposition and sale in a manner that does not and will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or either result in the receipt by REMIC I 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


- 139 -







full power and authority to do any and all things in connection therewith as are consistent with the Servicing Standard and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to any REO Property, funds necessary for the proper management, maintenance and disposition of such REO Property, including without limitation:





	
   
 	
            (i)     all   insurance premiums due and payable in respect of such REO Property;
  
	
   
 	
   
 
	
   
 	
  
          (ii)    all   real estate taxes and assessments in respect of such REO Property that may   result in the imposition of a lien thereon;
  
	
   
 	
   
 
	
   
 	
  
          (iii)    any   ground rents in respect of such REO Property; and
  
	
   
 	
   
 
	
   
 	
  
          (iv)    all   costs and expenses necessary to maintain, lease, sell, protect, manage and   restore such REO Property.
  







                    To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in the preceding sentence with respect to such REO Property, the Master Servicer, subject to the second paragraph of Section 3.03(c), shall make Servicing Advances in such amounts as are necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee) the Master Servicer would not make such advances if the Master Servicer owned such REO Property or the Master  Servicer determines, in accordance with the Servicing Standard, that such payment would be a Nonrecoverable Advance; provided, however, that the Master Servicer may make any such Servicing Advance without regard to recoverability if it is a necessary fee or expense incurred in connection with the
defense or prosecution of legal proceedings.


                    (c)     Without limiting the generality of the foregoing, the Special Servicer shall not:




	
   
 	
  
          (i)     permit   the Trust Fund to enter into, renew or extend any New Lease with respect to   any REO Property, if the New Lease by its terms will give rise to any income   that does not constitute Rents from Real Property;
  
	
   
 	
   
 
	
   
 	
  
          (ii)    permit   any amount to be received or accrued under any New Lease other than amounts   that will constitute Rents from Real Property;
  
	
   
 	
   
 
	
   
 	
  
          (iii)   authorize   or permit any construction on any REO Property, other than the repair or   maintenance thereof or the completion of a building or other improvement   thereon, and then only if more than 10% of the construction of such building   or other improvement was completed before default on the related Mortgage   Loan become imminent, all within the meaning of Section 856(e)(4)(B) of the   Code; or
  
	
   
 	
   
 
	
   
 	
            (iv)   except   as otherwise provided for in Section 3.17(a)(i) and (a)(ii) above, Directly   Operate, or allow any other Person, other than an Independent
  






- 140 -













	
   
 	
  Contractor, to Directly Operate, any REO Property on any date more   than 90 days after its Acquisition Date,
  







unless, in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance unless nonrecoverable) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.  Except as limited above in this Section 3.17 and by Section 3.17(d), the Special Servicer shall be permitted to cause the Trust Fund to earn “net income from foreclosure property”, subject to the Servicing Standard.


                    (d)     Unless Section 3.17(a)(i) applies, the Special Servicer shall contract with any Independent Contractor (if required by the REMIC Provisions for the REO Property to remain classified as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code) for the operation and management of any REO Property, provided, that:

	
   
 	
  
          (i)     the   terms and conditions of any such contract may not be inconsistent herewith   and shall reflect an agreement reached at arm’s length;
  
	
   
 	
   
 
	
   
 	
            (ii)     the   fees of such Independent Contractor (which shall be expenses of the Trust   Fund) shall be reasonable and customary in consideration of the nature and   locality of the REO Property;
  
	
   
 	
   
 
	
   
 	
  
          (iii)     except   as permitted under Section 3.17(a), any such contract shall require, or shall   be administered to require, that the Independent Contractor, in a timely manner,   pay all costs and expenses incurred in connection with the operation and   management of such REO Property, including, without limitation, those listed   in Section 3.17(b) above, and remit all related revenues collected (net of   its fees and such costs and expenses) to the Special Servicer upon receipt;
  
	
   
 	
   
 
	
   
 	
  
          (iv)     none   of the provisions of this Section 3.17(d) 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(d) shall be deemed a Sub-Servicing Agreement for purposes of Section 3.22.


- 141 -







          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 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.  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


- 142 -







the related Mortgagor under the Mortgage Loan at any time after the related Mortgage Loan becomes a Defaulted Mortgage Loan.  The transferor of any Purchase Option shall notify the Trustee and the Master Servicer of such transfer and such notice shall include the transferee’s name, address, telephone number, facsimile number and appropriate contact person(s) and shall be acknowledged in writing by the transferee.  Notwithstanding the foregoing, and subject to Section 3.18(d) of this Agreement, the Majority Subordinate Certificateholder shall have the right to exercise its Purchase Option prior to any exercise of the Purchase Option by any other holder of a Purchase Option; 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 prior to any exercise of the Purchase Option by the Special Servicer.  If not exercised earlier, the Purchase Option with respect to any Defaulted Mortgage Loan will automatically terminate (i) once the related Defaulted Mortgage Loan is no longer a Defaulted Mortgage Loan; provided, however, that, if such Mortgage Loan subsequently becomes a Defaulted Mortgage Loan, the related Purchase Option shall again be exercisable, (ii) upon the acquisition, by or on behalf of the Trust Fund, of title to the related Mortgaged Property through foreclosure or deed in lieu of
foreclosure or (iii) the modification or pay-off, in full or at a discount, of such Defaulted Mortgage Loan in connection with a workout.  


                    (d)     Notwithstanding the provisions of Section 3.18(c), Section 3.18(g) or Section 3.18(h), pursuant to the terms of the Intercreditor Agreements, a Companion Holder will have the right to purchase the related Co-Lender Loan or related REO Property in certain circumstances.  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).  If the Co-Lender Loan or REO Property is purchased by the related 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 Companion Loans.  With respect to each Loan Pair, the related Companion Holder shall be entitled to exercise any cure rights given to it under the related Intercreditor Agreement, in each case subject to any conditions or restrictions described in or incorporated by reference into such sections.  


                    (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.


- 143 -







                    (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, in accordance with its good faith and reasonable judgment, 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.  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.  In determining the fair value of any Defaulted Mortgage Loan, the Trustee shall take into account, and any Independent third party shall be instructed to take into account among other factors, the period and amount of the delinquency on such Mortgage Loan, the occupancy level and physical condition of the related Mortgaged Property, the state of the local economy in the area where the Mortgaged Property is located, and the time and expense associated with a purchaser’s foreclosing on the related Mortgaged Property.  In addition, the Trustee shall refer, and any Independent third party shall be instructed to refer, to all relevant information delivered to it by the Special

Servicer or otherwise contained in the Mortgage Loan File.  Furthermore, the Trustee shall consider, and any Independent third party shall be instructed to 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 reasonable costs of all appraisals, inspection reports and broker opinions of value, reasonably incurred by the Trustee or any such third party pursuant to this subsection shall be advanced by the Master Servicer and shall constitute, and be reimbursable as, Servicing Advances (or if such Advance is deemed to be a Nonrecoverable Advance such costs shall be reimbursable as Additional Trust Fund Expenses from the Certificate Account pursuant to Section 3.05(a)).  The other parties to this Agreement shall cooperate with all reasonable requests for
information.


                    (g)     Unless and until the Purchase Option with respect to a Defaulted Mortgage Loan is exercised, the Special Servicer shall pursue such other resolution strategies available hereunder with respect to such Defaulted Mortgage Loan, including, without limitation, workout and foreclosure, as the Special Servicer may deem appropriate consistent with the Servicing Standard; provided, however, the Special Servicer will not be permitted to sell the Defaulted Mortgage Loan other than in connection with the exercise of the related Purchase Option.


                    (h)     In the event that title to any REO Property is acquired by the Trust Fund in respect of any Defaulted Mortgage Loan, the deed or certificate of sale shall be issued to the Trust, 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 such 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


- 144 -







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 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.



- 145 -








                    (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 (except that portion of any purchase price constituting Gain-on-Sale Proceeds which shall be deposited in the Gain-on-Sale Reserve Account). Upon receipt of an Officer’s Certificate from the Master Servicer to the effect that such deposit has been made, the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be provided to it and are reasonably necessary to vest in the purchaser of such Defaulted Mortgage Loan or related REO Property ownership of the Defaulted Mortgage Loan or REO Property.  The Custodian, upon
receipt of a Request for Release, shall release or cause to be released to the Master Servicer or Special Servicer the related Mortgage File. In connection with any such purchase, the Special Servicer shall deliver the related Servicing File to the purchaser of a Defaulted Mortgage Loan or related REO Property.


                    (m)     Notwithstanding the foregoing, each mezzanine lender will have the right to purchase the related Mortgage Loan and cure defaults relating thereto as set forth in the related mezzanine intercreditor agreement and, with respect to the AMLI at Bent Tree Apartments Loan, the AMLI at Bent Tree Apartments subordinate mortgagee shall have have the right to purchase such Mortgage Loan and cure defaults related thereto as set forth in the AMLI at Bent Tree Apartments Subordination, Standstill and Recognition Agreement.


                    (n)     Reserved.


          Section 3.19.     Additional Obligations of Master Servicer and Special Servicer.


                    (a)     The Master Servicer shall deposit in the Certificate Account on each P&I Advance Date, without any right of reimbursement therefor with respect to each Mortgage Loan (other than a Specially Serviced Mortgage Loan and other than any Mortgage Loan for which the Special Servicer has waived a prepayment restriction) that was subject to a voluntary Principal Prepayment during the most recently ended Collection Period creating a Prepayment Interest Shortfall, an amount equal to the lesser of (i) the amount of the related Prepayment Interest Shortfall and (ii) the sum of (A) the Master Servicing Fee (calculated for this purpose only at a rate of 0.020% per annum) received by the Master Servicer during such Collection Period on such Mortgage Loan and (B) investment income earned by the Master Servicer on the related
Principal Prepayment during the most recently ended Collection Period; provided, however, to the extent any such Prepayment Interest Shortfall is the result of the Master Servicer’s failure to enforce the applicable Mortgage Loan documents the amount in clause (A) shall include the entire Master Servicing Fee on the applicable Mortgage Loan for such 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.


- 146 -









                    (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 the Eastmont Town Center Loan, any proceeds received under that certain title policy issued by First American Title Insurance Company and insuring against the overturning of the foreclosure previously completed by Eastmont Town Center Company LLC shall be treated as an involuntary prepayment for all purposes hereunder.  


                    (e)     With respect to the Cabrillo Palisades Loan, in accordance with the Cabrillo Palisades Intercreditor Agreement, each Certificateholder, by its acceptance of any Certificates issued hereunder, shall be deemed to have agreed to the provisions of Section 4(f)(iv) of the Cabrillo Palisades Intercreditor Agreement.  


          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;
  



- 147 -






	
   
 	
  
          (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;
  
	
   
 	
   
 
	
   
 	
  
          (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 5% of such then aggregate current   principal balances of the Mortgage Loans if such aggregate current principal   balances of the Mortgage Loans is less than $100 million) 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 Loan-to-Value Ratio   that is equal to or greater than 85% or has an aggregate Debt Service   Coverage Ratio that is less than 1.20x, without the prior written   confirmation from each Rating Agency (as applicable) that such change will   not result in the qualification, downgrade or withdrawal or the ratings then   assigned to the Certificates;
or
  
	
   
 	
   
 
	
   
 	
  
          (vi)     in   the reasonable, good faith judgment of the Special Servicer, otherwise   materially impair the security for such Mortgage Loan or reduce the likelihood   of timely payment of amounts due thereon.
  




                     (d)     Notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), and the rights of the Controlling Class Representative and 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


- 148 -







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 (and the Companion Loan Holders, if applicable) on a net present value basis (the relevant discounting of amounts that will be distributable to Certificateholders to be performed at the related Net Mortgage Rate).  In the case of
every other modification, waiver or consent, the Special Servicer shall determine and may rely on an Opinion of Counsel (which Opinion of Counsel shall be an expense of the Trust Fund to the extent not paid by the related Mortgagor) to the effect that such modification, waiver or amendment would not either (1) effect an exchange or reissuance of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b) of the Code or (2) cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on “prohibited transactions” or “contributions” after the Startup Day under the REMIC Provisions.


                    In addition, notwithstanding Section 3.20(c), but subject to the third paragraph of this Section 3.20(d), the Special Servicer may extend the date on which any Balloon Payment is scheduled to be due in respect of a Specially Serviced Mortgage Loan if the conditions set forth in the proviso to the prior paragraph are satisfied and the Special Servicer has obtained an Appraisal of the related Mortgaged Property, in connection with such extension, which Appraisal supports the determination of the Special Servicer contemplated by clause (B) of the proviso to the immediately preceding paragraph.


                    In no event will the Special Servicer (i) extend the maturity date of a Mortgage Loan beyond a date that is two years prior to the Rated Final Distribution Date, (ii) reduce the Mortgage Rate of a Mortgage Loan to less than the lesser of (A) the original Mortgage Rate of such Mortgage Loan, (B) the highest Pass-Through Rate of any Class of Certificates (other than the Class X Certificates) then outstanding and (C) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, (iii) if the Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee simple interest), extend the maturity date of such Mortgage Loan beyond a date which is less than 20 years prior to the expiration of the term of such Ground Lease; (iv) defer interest due on any Mortgage Loan in excess of 10% of the
Stated Principal Balance of such Mortgage Loan or defer the collection of interest on any Mortgage Loan without accruing interest on such deferred interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan.


                    The determination of the Special Servicer contemplated by clause (B) of the proviso to the first paragraph of this Section 3.20(d) shall be evidenced by an Officer’s Certificate to such effect delivered to the Trustee and the Master Servicer and describing in reasonable detail the basis for the Special Servicer’s determination.  The Special Servicer shall append to such Officer’s Certificate any information including but not limited to income and expense statements, rent rolls, property inspection reports and appraisals that support such determination.


- 149 -







                    (e)     Any payment of interest that is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders, be added to the unpaid principal balance or Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such modification, waiver or amendment so permit.  The foregoing shall in no way limit the Special Servicer’s ability to charge and collect from the Mortgagor costs otherwise collectible under the terms of the related Mortgage Note and this Agreement together with interest thereon.


                    (f)     The Special Servicer or, with respect to clause (i) below, the Master Servicer may, as a condition to granting any request by a Mortgagor for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to it (i) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, provided, such fee would not itself be a “significant modification” pursuant to Treasury Regulations Section 1.1001-3(e)(2) and (ii) any related costs and expenses incurred by it.  In no event shall the Master
Servicer or 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, the Rating Agencies and with respect to any Co-Lender Loan, the related Companion Holder, 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 of 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 non-callable
“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


- 150 -







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 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 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 on
behalf of the related Mortgagor.  Any customary and reasonable out-of-pocket expense incurred by the Master Servicer pursuant to this Section 3.20(h) shall be paid by the Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage, Mortgage Note or other pertinent document.  Notwithstanding the foregoing, if at any time, a court with jurisdiction in the matter shall hold that the related Mortgagor may obtain a release of the subject Mortgaged Property but is not obligated to deliver the full amount of the defeasance collateral contemplated by the related Mortgage Loan documents (or cash sufficient to purchase such defeasance collateral), then the Master Servicer shall (i) if consistent with the related Mortgage Loan documents, refuse to allow the defeasance of the Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related Mortgagor has delivered cash to purchase the defeasance collateral, the Master Servicer shall either (A) buy such defeasance collateral
or (B) prepay the Mortgage Loan, in either case, in accordance with the Servicing Standard.  For purposes of this paragraph, a “single purpose entity” shall mean a Person, other than an individual, whose organizational documents provide as follows: it is formed solely for the purpose of owning and pledging the Defeasance Collateral (related to the Mortgage Loans); it may not engage in any business unrelated to such Defeasance Collateral and the financing thereof; it does not have and may not own any assets other than those related to its interest in the Defeasance Collateral 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


- 151 -







common employees or overhead shared with affiliates; it shall prepare separate tax returns and financial statements or, if part of a consolidated group, shall be shown as a separate member of such group; it shall transact business with affiliates on an arm’s length basis pursuant to written agreements; and it shall hold itself out as being a legal entity, separate and apart from any other person.  The single purpose entity organizational documents shall provide that any dissolution and winding up or insolvency filing for such entity requires the unanimous consent of all partners or members, as applicable, and that such documents may not be amended with respect to the single purpose entity requirements during the term of the Mortgage Loan.


                    (i)     For any Mortgage Loan (other than a Specially Serviced Mortgage Loan) and subject to the rights of the Special Servicer set forth in this Section 3.20, the Master Servicer, without the consent of the Special Servicer or the Controlling Class Representative, as applicable, shall be responsible for any request by a Mortgagor for the consent of the mortgagee for a modification, waiver or amendment of any term with respect to:

	
   
 	
  
        (i)     approving   routine leasing activity (including any subordination, standstill and   attornment agreements) with respect to any lease for less than the lesser of   (a) 30,000 square feet and (b) 20% of the related Mortgaged Property;
  
	
   
 	
   
 
	
   
 	
  
        (ii)     approving   any waiver affecting the timing of receipt of financial statements from any   Mortgagor, provided, that such financial statements are delivered no   less than quarterly and within 60 days of the end of the calendar quarter;
  
	
   
 	
   
 
	
   
 	
          (iii)     approving   annual budgets for the related Mortgaged Property, provided, that no   such budget (1) provides for the payment of operating expenses in an amount   equal to more than 110% of the amounts budgeted therefor for the prior year   or (2) provides for the payment of any material expenses to any affiliate of   the Mortgagor (other than the payment of a management fee to any property   manager if such management fee is no more than the management fee in effect on   the Cut-Off Date);
  
	
   
 	
   
 
	
   
 	
  
        (iv)     subject   to other restrictions herein regarding Principal Prepayments, waiving any   provision of a Mortgage Loan requiring a specified number of days notice   prior to a Principal Prepayment;
  
	
   
 	
   
 
	
   
 	
  
        (v)     approving   modifications, consents or waivers (other than those set forth in Section   3.20(c)) in connection with a defeasance permitted by the terms of the   related Mortgage Loan if the Master Servicer receives an Opinion of Counsel   (which Opinion of Counsel shall be an expense of the Mortgagor) to the effect   that such modification, waiver or consent would not cause any REMIC to fail   to qualify as a REMIC under the Code or result in a “prohibited transaction”   under the REMIC Provisions; and
  
	
   
 	
   
 
	
   
 	
          (vi)     approving   certain consents with respect to right-of-ways and easements and consent to   subordination of the related Mortgage Loan to such easements or right-of-ways   if the Master Servicer receives an Opinion of Counsel 
  




- 152 -






	
   
 	
  
(which Opinion of Counsel shall be an expense of the Mortgagor) to   the effect that such modification, waiver or consent would not cause any   REMIC to fail to qualify as a REMIC under the Code or result in a “prohibited   transaction” under the REMIC Provisions;
  




provided, however, if the Mortgage Loan is a Co-Lender Loan, the Master Servicer shall provide written notice of such modification, waiver and amendment to the related Companion Holder to the extent required under the related Intercreditor Agreement; provided, further, that the Master Servicer shall promptly notify the Special Servicer of any requests not subject to this Section 3.20(i) for which the Special Servicer is responsible pursuant to this Section 3.20 and shall deliver to the Special Servicer (which delivery may be by electronic transmission in a format acceptable to the Master Servicer and Special Servicer) a copy of the request, and all information in the possession of the Master Servicer that the Special Servicer may reasonably request related thereto.


                    (j)     To the extent that either the Master Servicer or Special Servicer waives any Penalty Interest or late charge in respect of any Mortgage Loan, whether pursuant to Section 3.02(a) or this Section 3.20, the respective amounts of additional servicing compensation payable to the Master Servicer and the Special Servicer under Section 3.11 out of such Penalty Interest or late payment charges shall be reduced proportionately, based upon the respective amounts that had been payable thereto out of such Penalty Interest or late payment charges immediately prior to such waiver.


                    (k)     Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall take the following action unless it has received prior written confirmation (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents) from the Rating Agencies that such action will not result in a qualification, downgrade or withdrawal of any of the ratings assigned by such Rating Agency to the Certificates:

	
   
 	
  
        (i)     With   respect to any Mortgaged Property that secures a Mortgage Loan with an unpaid   principal balance that is at least equal to five percent (5%) of the then   aggregate principal balance of all Mortgage Loans or $20,000,000, the giving   of any consent, approval or direction regarding the termination of the   related property manager or the designation of any replacement property manager;   and
  
	
   
 	
   
 
	
   
 	
  
        (ii)     With   respect to each Mortgage Loan with an unpaid principal balance that is equal   to or greater than (A) two percent (2%) of the then aggregate principal   balance of all the Mortgage Loans or (B) $10,000,000 and which is secured by   a Mortgaged Property which is a hospitality property, the giving of any   consent to any change in the franchise affiliation of such Mortgaged   Property.
  




                    (l)     In the event the Special Servicer, in connection with a modification, waiver or amendment in respect of any Co-Lender 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


- 153 -







adjustment is made to any of the terms of such Co-Lender 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 Co-Lender Loan remaining the same as they are on the related Cut-Off Date and the related Subordinate Companion Loan(s) shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on such Co-Lender Loan attributable to such modification, waiver or amendment, provided, that the Great Wolf Resorts Companion Holder shall not bear the economic effect of losses of any prepayment consideration as defined in the the Great Wolf Resorts Loan Pair loan documents, and with respect to the Pari Passu Companion Loans, the Pari Passu Companion Loans and the Pari Passu Mortgage Loans shall bear the full economic effect of all waivers, reductions or deferrals of amounts due on such Co-Lender Loan attributable to such
modification, waiver or amendment on a pro rata basis.


                    (m)     Subject to the terms of the related Intercreditor Agreement, the Master Servicer may extend the maturity date of Mortgage Loans with an original maturity of five years or less with the approval of the Controlling Class Representative for up to two one-year extensions.


          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, Master Servicer or Special Servicer, as applicable, shall promptly notify the Trustee and Master Servicer or Special Servicer, as applicable, and, if the Master Servicer is not also the Special Servicer, the Master Servicer shall immediately deliver or cause to be delivered a copy of the related Mortgage File and Servicing File, to the Special Servicer and shall use reasonable efforts to provide the Special Servicer with all information, documents (or copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and, if applicable the related Companion Loan, either in the Master Servicer’s or any of its directors’,
officers’, employees’, affiliates’ or agents’ possession or control or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto without acting through a Sub-Servicer.  The Master Servicer shall use reasonable efforts to comply with the preceding sentence within five Business Days of the occurrence of each related Servicing Transfer Event; provided, however, if the information, documents and records requested by the Special Servicer are not contained in the Servicing File, the Master Servicer shall have such period of time as reasonably necessary to make such delivery.  Notwithstanding the occurrence of a Servicing Transfer Event, the Master Servicer shall continue to receive payments on such Mortgage Loan (including amounts collected by the Special Servicer).


                    Upon determining that a Specially Serviced Mortgage Loan has become a Corrected Mortgage Loan and if the Master Servicer is not also the Special Servicer, the Special Servicer shall immediately give notice thereof to the Master Servicer, and shall return the related Mortgage File and Servicing File and all other information, documents and records that were not part of the Servicing File when it was delivered to the Special Servicer within five Business Days of the occurrence, to the Master Servicer (or such other Person as may be directed by the Master Servicer) and upon giving such notice, and returning such Servicing File, to the Master Servicer


- 154 -







(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 with respect to each Specially Serviced Mortgage Loan and REO Property during the related Collection Period and (4) such additional information relating to the Specially Serviced Mortgage Loans and REO Properties as the Master Servicer reasonably requests to enable it to perform its responsibilities under this Agreement.  Notwithstanding the foregoing provisions of this subsection (c), the Master Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Mortgage Loans and REO Properties and shall provide the Special Servicer with any information reasonably available to the Master Servicer
required by the Special Servicer to perform its duties under this Agreement.


                    (d)     No later than 60 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, and the Controlling Class Representative 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 
  




- 155 -






	
   
 	
  
of any related guaranties or other collateral for the related   Specially Serviced Mortgage Loan and whether outside legal counsel has been   retained;
  
	
   
 	
   
 
	
   
 	
            (iii)     the   most current rent roll and income or operating statement available for the   related Mortgaged Property;
  
	
   
 	
   
 
	
   
 	
  
          (iv)     the   Appraised Value of the Mortgaged Property together with the assumptions used   in the calculation thereof;
  
	
   
 	
   
 
	
   
 	
  
          (v)     summary   of the Special Servicer’s recommended action with respect to such Specially   Serviced Mortgage Loan; and
  
	
   
 	
   
 
	
   
 	
  
          (vi)     such   other information as the Special Servicer deems relevant in light of the   Servicing Standard.
  




                    Any Asset Status Report with respect to a Co-Lender Loan shall also include any additional information required by the related Intercreditor Agreement.


                    If within ten (10) Business Days of receiving an Asset Status Report which relates to a recommended action for which the Controlling Class Representative is entitled to object under Section 6.11, the Controlling Class Representative does not disapprove such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard, or the terms of the applicable Mortgage Loan documents.  If the Controlling Class Representative 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 Holders, (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.





- 156 -







                    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.  Notwithstanding the foregoing, the Controlling
Class Representative’s approval of or failure to respond to an Asset Status
Report shall not be deemed to be a substitute for any specific consent required
pursuant to Section 6.11(a).


                    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 obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of REMIC I and REMIC II, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, (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, Paying Agent’s or
Special Servicer’s responsibilities under this Agreement.  Notwithstanding the foregoing, it is agreed and acknowledged that, with respect to the Co-Lender Loans, the holders of the Companion Loans have certain consent and direction rights as set forth in the related Intercreditor Agreements to the extent incorporated herein, but nothing herein shall be construed to prevent the Controlling Class Representative from consulting on a non-binding basis with the Special Servicer about any applicable Mortgage Loan.


          Section 3.22.     Sub-Servicing Agreements.


                    (a)     The Master Servicer and the Special Servicer (and, with respect to the Special Servicer, only with the consent of the Controlling Class Representative) may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of their respective obligations hereunder, provided, that, in each case, the Sub-Servicing Agreement: (i) is consistent with this Agreement in all material respects, requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement and includes events of default with respect to the Sub-Servicer substantially similar to the Events of Default set forth in Section 7.01(a) hereof (other than Section 7.01(a)(ix), (x), (xi) and (xii)) 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 


- 157 -







such capacity hereunder (including, without limitation, by reason of an Event of Default), the Trustee or its designee may thereupon assume all of the rights and, except to the extent such obligations arose prior to the date of assumption, obligations of the Master Servicer or the Special Servicer, as the case may be, under such agreement or (except with respect only to the Sub-Servicing Agreements in effect as of the date of this Agreement) may terminate such subservicing agreement without cause and without payment of any penalty or termination fee (other than the right of reimbursement and indemnification); (iii) provides that the Trustee, for the benefit of the Certificateholders, shall be a third party beneficiary under such agreement, but that (except to the extent the Trustee or its designee assumes the obligations of the Master Servicer or the Special Servicer, as the case may be, thereunder as contemplated by the immediately preceding clause (ii)) none of
the Trustee, the Trust Fund, any successor Master Servicer or Special Servicer, as the case may be, or any Certificateholder shall have any duties under such agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such agreement with respect to such purchased Mortgage Loan at its option and without penalty; (v) with respect to any Sub-Servicing Agreement entered into by the Special Servicer, does not permit the Sub-Servicer to enter into or consent to any modification, waiver or amendment or otherwise take any action on behalf of the Special Servicer contemplated by Section 3.20 hereof without the consent of such Special Servicer or conduct any foreclosure action contemplated by Section 3.09 hereof or sale of a Mortgage Loan or REO Property contemplated by Section 3.18 hereof, and (vi) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust Fund.  In
addition, each Sub-Servicing Agreement entered into by the Master Servicer shall provide that such agreement shall be subject to Section 3.21 hereof with respect to any Mortgage Loan that becomes a Specially Serviced Mortgage Loan.  The Master Servicer and the Special Servicer shall each deliver to the Trustee and to each other copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it promptly upon its execution and delivery of such documents.  References in this Agreement to actions taken or to be taken by the Master Servicer or the Special Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special Servicer, as the case may be; and, in connection therewith, all amounts advanced by any Sub-Servicer to satisfy the obligations of the Master Servicer or the Special Servicer hereunder to make P&I Advances or Servicing Advances shall be deemed to have been advanced by the Master
Servicer or the Special Servicer, as the case may be, out of its own funds and, accordingly, such P&I Advances or Servicing Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer or the Special Servicer, as the case may be.  For so long as they are outstanding, Advances shall accrue interest in accordance with Sections 3.03(d) and 4.03(d), such interest to be allocable between the Master Servicer or the Special Servicer, as the case may be, and such Sub-Servicer as they may agree.  For purposes of this Agreement, the Master Servicer and the Special Servicer each shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment.  The Master Servicer and the Special Servicer each shall notify the other, the Trustee and the Depositor in writing promptly of the appointment by it of any Sub-Servicer.


                    (b)     Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law.


- 158 -







                    (c)     The Master Servicer and the Special Servicer, for the benefit of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust Fund) monitor the performance and enforce the obligations of their respective Sub-Servicers under the related Sub-Servicing Agreements.  Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer or the Special Servicer, as applicable, in its good faith business judgment, would require were it the owner of the Mortgage Loans.  Subject to the terms of the related Sub-Servicing Agreement,

the Master Servicer and the Special Servicer may each have the right to remove a Sub-Servicer at any time it considers such removal to be in the best interests of Certificateholders.


                    (d)     In the event of the resignation, removal or other termination of Wachovia Bank, National Association or any successor Master Servicer hereunder for any reason, the Trustee or other Person succeeding such resigning, removed or terminated party as Master Servicer, shall elect, with respect to any Sub-Servicing Agreement in effect as of the date of this Agreement: (i) to assume the rights and obligations of the Master Servicer under such Sub-Servicing Agreement and continue the sub-servicing arrangements thereunder on the same terms (including without limitation the obligation to pay the same sub-servicing fee); (ii) to enter into a new Sub-Servicing Agreement with such Sub-Servicer on such terms as the Trustee or other successor Master Servicer and such Sub-Servicer shall mutually agree (it being understood that
such Sub-Servicer is under no obligation to accept any such new Sub-Servicing Agreement or to enter into or continue negotiations with the Trustee or other successor Master Servicer in which case the existing Sub-Servicing Agreement shall remain in effect); or (iii) to terminate the Sub-Servicing Agreement if an Event of Default (as defined in such Sub-Servicing Agreement) has occurred and is continuing or otherwise in accordance with the Sub-Servicing Agreement, in each case without paying any sub-servicer termination fee.


                    Each Sub-Servicing Agreement will provide, among other things, that the Master Servicer and its successors may at its sole option, terminate any rights the Sub-Servicer may have thereunder with respect to any or all Mortgage Loans if Moody’s or Fitch (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 it receives the consent of the Controlling Class Representative and each Rating Agency 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


- 159 -







Agreement relates to a Mortgage Loan or Mortgage Loans (along with any Mortgage Loans previously sub-serviced pursuant to this section) that represent less than 25% of the outstanding principal balance of all Specially Serviced Mortgage Loans.  The Special Servicer shall comply with the terms of each such Sub-Servicing Agreement to the extent the terms thereof are not inconsistent with the terms of this Agreement and the Special Servicer’s obligations hereunder.


          Section 3.23.     Representations and Warranties of Master Servicer and Special Servicer.


                    (a)     Wachovia Bank, National Association, in its capacity as Master Servicer 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 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.
 




- 160 -







	
   
 	
  
        (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.
  




                    (b)     The Special Servicer, in such capacity, hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, 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 Maryland, 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 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 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.
 




- 161 -






	
   
 	
  
        (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   the outcome of which in the Special Servicer’s good faith and reasonable   judgment could reasonably be expected to 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   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


- 162 -







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, if any, 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 having the rights and powers specified in this Agreement (including those specified in Section 6.11) or to replace an existing Controlling Class Representative.  Each advisor referred to above is referred to as the “Controlling Class Representative.”  Upon (i) the receipt by the Trustee of written requests for the selection of a Controlling Class Representative from the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class, (ii) the resignation or removal of the Person acting as Controlling Class Representative or (iii) a determination by the Trustee that the Controlling Class has changed, the Trustee shall promptly notify the Depositor and the Holders (and, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Trustee or identified thereto by the Depository or the Depository Participants, the Certificate Owners) of the Controlling Class that they may select a Controlling Class Representative.  Such notice shall set forth the process for selecting a Controlling Class Representative, which shall be the designation of the Controlling Class Representative by the Holders (or Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class by a writing delivered to the Trustee.  No appointment of any Person as a Controlling Class Representative shall be effective until such Person provides the
Trustee and the Master Servicer with written confirmation of its acceptance of such appointment, an address and telecopy number for the delivery of notices and other correspondence and a list of officers or employees of such Person with whom the parties to this Agreement may deal (including their names, titles, work addresses and telecopy numbers).  Allied Capital Corporation shall be the initial Controlling Class Representative with respect to the Mortgage Loans without need for further designation or notice.


                    Notwithstanding anything in this Section 3.25(a), the holders of the Companion Loans have certain consent and direction rights pursuant to the terms of the related Intercreditor Agreements as incorporated in this Agreement, and this Section shall not supercede any such rights, but nothing herein shall be construed to limit the right of the Controlling Class Representative to consult on a non-binding basis with the Special Servicer about any applicable Mortgage Loan.


- 163 -







                    (b)     Within ten (10) Business Days (or as soon thereafter as practicable if the Controlling Class consists of Book-Entry Certificates) of receiving a request therefor from the Master Servicer or Special Servicer, the Trustee shall, to the extent in its possession, deliver to the requesting party the identity of the Controlling Class Representative and a list of each Holder (or, in the case of Book-Entry Certificates, to the extent actually known to a Responsible Officer of the Trustee or identified thereto by the Depository or the Depository Participants, each Certificate Owner) of the Controlling Class, including, in each case, names and addresses.  With respect to such information, the Trustee shall be entitled to conclusively rely on information provided to it by the Depository, and the Master Servicer and the
Special Servicer shall be entitled to rely on such information provided by the Trustee with respect to any obligation or right hereunder that the Master Servicer and the Special Servicer may have to deliver information or otherwise communicate with the Controlling Class Representative or any of the Holders (or, if applicable, Certificate Owners) of the Controlling Class.  In addition to the foregoing, within two (2) Business Days of the selection, resignation or removal of a Controlling Class Representative, the Trustee shall notify the other parties to this Agreement of such event.  The expenses incurred by the Trustee in connection with obtaining information from the Depository or Depository Participants with respect to any Book-Entry Certificate shall be expenses of the Trust Fund payable out of the Certificate Account pursuant to Section 3.05(a).


                    (c)     A Controlling Class Representative may at any time resign as such by giving written notice to the Trustee and to each Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class.  The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of Certificates representing more than 50% of the Class Principal Balance of the Controlling Class shall be entitled to remove any existing Controlling Class Representative by giving written notice to the Trustee and to such existing Controlling Class Representative.


                    (d)     Once a Controlling Class Representative has been selected pursuant to this Section 3.25, each of the parties to this Agreement and each Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by aggregate Certificate Principal Balance, or such Controlling Class Representative, as applicable, shall have notified the Trustee and each other Holder (or, in the case of Book-Entry Certificates, Certificate Owner) of the Controlling Class, in writing, of the resignation or removal of such Controlling Class Representative.


                    (e)     Any and all expenses of the Controlling Class Representative shall be borne by the Holders (or, if applicable, the Certificate Owners) of Certificates of the Controlling Class, pro rata according to their respective Percentage Interests in such Class, and not by the  Trust Fund.  Notwithstanding the foregoing, if a claim is made against the Controlling Class Representative by a Mortgagor with respect to this Agreement or any particular Mortgage Loan, the Controlling Class Representative shall immediately notify the Trustee, the Master Servicer and the Special Servicer, whereupon (if the Special Servicer or the Trust Fund are also named parties to the same action and, in the reasonable 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


- 164 -







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 (provided, such Companion Holder is not a Mortgagor or an affiliate of a Mortgagor) with respect to information relating to the related Co-Lender Loan (but, in the case of information relating to a Co-Lender Loan, excluding the fair value determination thereof).


          Section 3.26.     Companion Paying Agent.


                    (a)     The Master Servicer shall be the initial Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set forth herein. The Companion Paying Agent shall promptly make available to the Companion Holders all reports available to the Companion Paying Agent that the Trustee has made available to Certificateholders under this Agreement.


                    (b)     No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its own negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent shall be determined solely by the express provisions of this Agreement, the Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion Paying Agent and, in the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements,
opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement.


                    (c)     If the Companion Paying Agent is also the Master Servicer, upon the resignation or removal of the Master Servicer pursuant to this Agreement, the Companion Paying Agent shall be deemed simultaneously to resign or be removed.


                    (d)     This Section shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards rights accrued prior to such resignation or removal.


          Section 3.27.     Companion Register.





                    The
Companion Paying Agent shall maintain a register (the “Companion
Register”) on which it will record the names and addresses of, and wire
transfer instructions for, the Companion Holders from time to time, to the
extent such information is provided in writing to it by the Companion Holder.
Each initial Companion Holder, along with its name, address, wiring instructions
and tax identification number, is listed on Exhibit L hereto.


- 165 -








The Companion Holders shall inform the Companion Paying Agent and the Master
Servicer of the name, address, wiring instructions and taxpayer identification
number of any subsequent Companion Holders upon any transfer of a Companion
Loan.  Upon the sale of a Companion Loan or portion thereof, the
transferring Companion Holder shall inform the Companion Paying Agent and the
Master Servicer in writing that such transfer has taken place and provide the
Companion Paying Agent and the Master Servicer with the name, address, wiring
instructions and tax identification number of the transferee.  In the event
the Companion Holder transfers a Companion Loan without notice to the Companion
Paying Agent, the Companion Paying Agent shall have no liability for any
misdirected payment in the related Companion Loan and shall have no obligation
to recover and redirect such payment.


                    The Companion Paying Agent shall promptly provide the name and address of the Companion Holders to any party hereto or any successor Companion Holders upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion Paying Agent shall have no liability to any Person for the provision of any such names and addresses.


ARTICLE IV


DISTRIBUTIONS 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 REMIC I to REMIC II, in each case, pursuant to Section 4.01(m), for the following purposes and in the following order of priority, in each case to the extent of the remaining portion of the Available Distribution Amount:

	
   
 	
  
        (i)     concurrently,   (i) from the Loan Group 1 Available Distribution Amount, to distributions of   interest to the Holders of the Class A-1, Class A-2, Class A-3, Class A-PB   and Class A-4 Certificates, up to an amount equal to, and pro rata as among   such Classes in accordance with, all Distributable Certificate Interest in   respect of each such Class of Certificates for such Distribution Date and, to   the extent not previously paid, for all prior Distribution Dates, if any,   (ii) from the Loan Group 2 Available Distribution Amount, to distributions of   interest to the Holders of the Class A-1A Certificates, up to an amount equal   to all Distributable Certificate Interest in respect of such Class of   Certificates for such Distribution Date and, to the extent not previously   paid, for all prior Distribution Dates, if any, and (iii) from the Loan Group   1 Available Distribution
Amount and/or the Loan Group 2 Available   Distribution Amount, to distributions of interest to the Holders of the Class   X-C and Class X-P Certificates, up to an amount equal to, and pro rata as between   such Classes of Certificates, all Distributable Certificate Interest in   respect of each such Class of Certificates for such Distribution Date and, to   the extent not previously paid, for all prior 
  



- 166 -






	
   
 	
  
Distribution Dates, if any; provided, however, that if   the Loan Group 1 Available Distribution Amount and/or the Loan Group 2   Available Distribution Amount is insufficient to pay in full the total amount   of Distributable Certificate Interest, as provided above, payable in respect   of any Class of Senior Certificates on such Distribution Date, then the   entire Available Distribution Amount shall be applied to make distributions   of interest to the Holders of the respective Classes of the Senior   Certificates, up to an amount equal to, and pro rata as among such Classes in   accordance with, all Distributable Certificate Interest in respect of each   such Class of Certificates for such Distribution Date and, to the extent not   previously paid, for all prior Distribution Dates, if any;
  
	
   
 	
   
 
	
   
 	
  
        (ii)     to   distributions of principal to the Holders of the Class A-PB Certificates, in   an amount equal to the Loan Group 1 Principal Distribution Amount for such   Distribution Date and, after the Class A-1A Certificates have been retired,   the Loan Group 2 Principal Distribution Amount remaining after payments to   the Class A-1A Certificates have been made on such Distribution Date, until   the Certificate Balance of the Class A-PB Certificates is reduced to the   Class A-PB Planned Principal Balance;
  
	
   
 	
   
 
	
   
 	
  
        (iii)     after   the Class Principal Balance of the Class A-PB Certificates has been reduced   to the Class A-PB Planned Principal Balance, to distributions of principal to   the Holders of the Class A-1 Certificates, in an amount (not to exceed the   Class Principal Balance of the Class A-1 Certificates outstanding immediately   prior to such Distribution Date) equal to the entire Loan Group 1 Principal   Distribution Amount and, after the Class Principal Balance of the Class A-1A   Certificates has been reduced to zero, the entire Loan Group 2 Principal   Distribution Amount for such Distribution Date remaining after making any   distributions required pursuant to clause (viii) below on such Distribution   Date, less any portion thereof distributed in respect of the Class A-PB   Certificates on such Distribution Date;
  
	
   
 	
   
 
	
   
 	
          (iv)     after   the Class Principal Balance of the Class A-PB Certificates has been reduced   to the Class A-PB Planned Principal Balance and after the Class Principal   Balance of the Class A-1 Certificates has been reduced to zero, to   distributions of principal to the Holders of the Class A-2 Certificates, in   an amount (not to exceed the Class Principal Balance of the Class A-2   Certificates outstanding immediately prior to such Distribution Date) equal   to the entire Loan Group 1 Principal Distribution Amount and, after the Class   Principal Balance of the Class A-1A Certificates has been reduced to zero,   the entire Loan Group 2 Principal Distribution Amount for such Distribution   Date remaining after making any distributions required pursuant to clause   (viii) below on such Distribution Date (in each case, net of any portion   thereof distributed on such Distribution Date
to the Holders of the Class   A-PB Certificates and the Class A-1 Certificates pursuant to clauses (ii) and   (iii) above);
  




- 167 -






	
   
 	
        (v)     after
the Class Principal Balance of the Class A-PB Certificates has been reduced to
the Class A-PB Planned Principal Balance and after the Class Principal Balances of each of the Class A-1 and Class A-2 Certificates have been
reduced to zero, to distributions of principal to the Holders of the Class A-3
Certificates, in an amount (not to exceed the Class Principal Balance of the
Class A-3 Certificates outstanding immediately prior to such Distribution Date)
equal to the entire Loan Group 1 Principal Distribution Amount and, after the
Class Principal Balance of the Class A-1A Certificates has been reduced to zero,
the entire Loan Group 2 Principal Distribution Amount for such Distribution Date
remaining after making any distributions required pursuant to clause (viii)
below on such Distribution Date (in each case, net of any portion thereof
distributed on such Distribution Date to the Holders of the Class A-PB, Class
A-1 and Class A-2 Certificates pursuant to clauses (ii), (iii) and (iv)
above);
 
	
   
 	
   
 
	
   
 	
          (vi)     after   the Class Principal Balance of the Class A-PB Certificates has been reduced   to the Class A-PB Planned Principal Balance and after the Class Principal   Balances of each of the Class A-1, Class A-2 and Class A-3 Certificates have   been reduced to zero, to distributions of principal to the Holders of the   Class A-PB Certificates, in an amount (not to exceed the Class Principal   Balance of the Class A-PB Certificates outstanding immediately prior to such   Distribution Date) equal to the entire Loan Group 1 Principal Distribution   Amount and, after the Class Principal Balance of the Class A-1A Certificates   has been reduced to zero, the entire Loan Group 2 Principal Distribution   Amount for such Distribution Date remaining after making any distributions   required pursuant to clause (viii) below on such Distribution Date (in each   case, net of any portion thereof
distributed on such Distribution Date to the   Holders of the Class A-PB, Class A-1, Class A-2 and Class A-3 Certificates   pursuant to clauses (ii), (iii), (iv) and (v) above);
  
	
   
 	
   
 
	
   
 	
  
        (vii)     after   the Class Principal Balances of the Class A-1, Class A-2, Class A-3 and Class   A-PB Certificates have been reduced to zero, to distributions of principal to   the holders of the Class A-4 Certificates, in an amount (not to exceed the   Class Principal Balance of the Class A-4 Certificates outstanding immediately   prior to such Distribution Date) equal to the entire Loan Group 1 Principal   Distribution Amount and, after the Class Principal Balance of the Class A-1A   Certificates has been reduced to zero, the entire Loan Group 2 Principal   Distribution Amount for such Distribution Date remaining after making any   distributions required pursuant to clause (viii) below on such Distribution   Date (in each case, net of any portion thereof distributed on such   Distribution Date to the Holders of the Class A-PB, Class A-1, Class A-2 and   Class A-3 Certificates pursuant to
clauses (ii), (iii), (iv), (v) and (vi)   above;
  
	
   
 	
   
 
	
   
 	
  

        (viii)     to
distributions of principal to the Holders of the Class A-1A Certificates, in an
amount (not to exceed the Class Principal Balance of the Class A-1A Certificates
outstanding immediately prior to such Distribution Date) equal to the entire
Loan Group 2 Principal Distribution Amount and, after the Class Principal
Balances of the Class A-PB, Class A-1, Class A-2, Class A-3 and Class A-4
Certificates have been reduced to zero, the entire Loan Group 1 Principal
Distribution Amount for such Distribution Date remaining after making any distributions required pursuant to clauses (ii), (iii), (iv), (v), (vi) and
(vii) above on such Distribution Date;

 




- 168 -






	
   
 	
  
        (ix)     to   distributions to the Holders of the Class A-1 Certificates, the Class A-2   Certificates, the Class A-3 Certificates, the Class A-PB Certificates, the   Class A-4 Certificates and the Class A-1A Certificates, pro rata as among   such Classes, in accordance with, in an amount equal to, and in reimbursement   of, all Realized Losses and Additional Trust Fund Expenses, if any,   previously allocated to each such Class of Certificates and not previously   reimbursed;
  
	
   
 	
   
 
	
   
 	
          (x)     to   distributions of interest to the Holders of the Class A-J 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 Balances of the Class A-1 Certificates, the Class A-2   Certificates, the Class A-3 Certificates, the Class A-PB Certificates, the   Class A-4 Certificates and the Class A-1A Certificates have been reduced to   zero, to distributions of principal to the Holders of the Class A-J   Certificates, in an amount (not to exceed the Class Principal Balance of the   Class A-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));
  
	
   
 	
   
 
	
   
 	
  
        (xii)     to   distributions to the Holders of the Class A-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 A-J Certificates and   not previously reimbursed;
  
	
   
 	
   
 
	
   
 	
          (xiii)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xiv)     after   the Class Principal Balance of the Class A-J Certificates has been reduced to   zero, to distributions of principal to the Holders of the Class B   Certificates, in an amount (not to exceed the Class Principal Balance of the   Class B Certificates outstanding immediately prior to such Distribution Date)   equal to the entire Principal Distribution Amount for such Distribution Date   (net of any portion thereof distributed on such Distribution Date to the   Holders of any other Class of Certificates pursuant to any prior clause of   this Section 4.01(a));
  
	
   
 	
   
 
	
   
 	
  
        (xv)     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;
  




- 169 -






	
   
 	
          (xvi)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xvii)     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));
  
	
   
 	
   
 
	
   
 	
  
        (xviii)     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;
  
	
   
 	
   
 
	
   
 	
          (xix)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xx)     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));
  
	
   
 	
   
 
	
   
 	
  
        (xxi)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xxii)     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;
  
	
   
 	
   
 
	
   
 	
          (xxiii)     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 
  




- 170 -






	
   
 	
  
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 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;
  
	
   
 	
   
 
	
   
 	
  
        (xxv)     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;
  
	
   
 	
   
 
	
   
 	
          (xxvi)     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));
  
	
   
 	
   
 
	
   
 	
  
        (xxvii)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xxviii)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xxix)     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));
  
	
   
 	
   
 
	
   
 	
          (xxx)     to   distributions to the Holders of the Class G Certificates, in an amount equal   to, and in reimbursement of, all Realized Losses and Additional Trust Fund   Expenses, if any, previously allocated to the Class G Certificates and not   previously reimbursed;
  
	
   
 	
   
 
	
   
 	
  
        (xxxi)     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;
  




- 171 -






	
   
 	
  
        (xxxii)     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));
  
	
   
 	
   
 
	
   
 	
          (xxxiii)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xxxiv)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xxxv)     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));
  
	
   
 	
   
 
	
   
 	
  
        (xxxvi)     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;
  
	
   
 	
   
 
	
   
 	
          (xxxvii)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xxxviii)     after   the Class Principal Balance of the Class J Certificates has been reduced to   zero, to distributions of principal to the Holders of the Class K   Certificates, in an amount (not to exceed the Class Principal Balance of the   Class K Certificates outstanding immediately prior to such Distribution Date)   equal to the entire Principal Distribution Amount for such Distribution Date   (net of any portion thereof distributed on such Distribution Date to the   Holders of any other Class of Certificates pursuant to any prior clause of   this Section 4.01(a));
  
	
   
 	
   
 
	
   
 	
  



        (xxxix)     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;
 




- 172 -






	
   
 	
  
        (xl)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xli)     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));
  
	
   
 	
   
 
	
   
 	
  
        (xlii)     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;
  
	
   
 	
   
 
	
   
 	
          (xliii)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xliv)     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));
  
	
   
 	
   
 
	
   
 	
  
        (xlv)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xlvi)     to   distributions of interest to the Holders of the Class N Certificates, in an   amount equal to all Distributable Certificate Interest in respect of the   Class N Certificates for such Distribution Date and, to the extent not   previously paid, for all prior Distribution Dates;
  
	
   
 	
   
 
	
   
 	
          (xlvii)     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 
  




- 173 -






	
   
 	
  
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));
  
	
   
 	
   
 
	
   
 	
  
        (xlviii)     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;
  
	
   
 	
   
 
	
   
 	
  
        (xlix)     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;
  
	
   
 	
   
 
	
   
 	
          (l)     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));
  
	
   
 	
   
 
	
   
 	
  
        (li)     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;
  
	
   
 	
   
 
	
   
 	
  
        (lii)     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;
  
	
   
 	
   
 
	
   
 	
  
        (liii)     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));
  
	
   
 	
   
 
	
   
 	
          (liv)     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
  
	
   
 	
   
 
	
   
 	
  
        (lv)     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 
  




- 174 -






	
   
 	
  
pursuant to Section 4.01(m), over (B) the aggregate distributions   made in respect of the Regular Certificates on such Distribution Date   pursuant to clauses (i) through (liv) above;
  




provided, that on each Distribution Date after the aggregate of Class Principal Balances of each Class of Subordinated Certificates has been reduced to zero, but any two or more of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-PB Certificates, the Class A-4 Certificates, and/or the Class A-1A Certificates remain outstanding, the payments of principal to be made as contemplated by clauses (iii) through (viii) 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 and without regard to Loan Group.  Distributions in reimbursement of Realized Losses and Additional Trust
Fund Expenses previously allocated to a Class of Certificates shall not constitute distributions of principal and shall not result in reduction of the related Class Principal Balance.


                    All distributions of interest made in respect of the Class X-C and Class X-P Certificates on any Distribution Date pursuant to clause (i) above, shall be deemed to have been made in respect of all the Components of such Class, pro rata in accordance with the respective amounts of interest that would be payable on such Components on such Distribution Date based on the Class X-C Strip Rate and Class X-P Strip Rate, as applicable, of such Component multiplied by its Component Notional Amount, together with any amounts thereof remaining unpaid from previous Distribution Dates.


                    (b)     On each Distribution Date, the Paying Agent shall withdraw from the Distribution Account any amounts that represent Prepayment Premiums and/or Yield Maintenance Charges actually collected on the Mortgage Loans and any REO Loans during the related Collection Period and shall be deemed to distribute such Prepayment Premiums and/or Yield Maintenance Charges from REMIC I to REMIC II in respect of REMIC I Regular Interest LA-1-1 (whether or not such Class has received all distributions of interest and principal to which it is entitled), and then shall distribute each such Prepayment Premium and/or Yield Maintenance Charge, as additional yield, as follows:

	
   
 	
  
           (i)     First, to the Holders of the respective   Classes of Regular Certificates (other than any Excluded Class thereof)   entitled to distributions of principal pursuant to Section 4.01(a) on such   Distribution Date, up to an amount equal to, and pro rata based   on, the Additional Yield Amounts for each such Class of Certificates for such   Distribution Date; and
  
	
   
 	
   
 
	
   
 	
             (ii)    Second, (A) on or before the Distribution Date in   March 2012, 10% of such Yield Maintenance Charges and/or Prepayment Premiums   to the Holders of the Class X-P Certificates and 90% of such Yield   Maintenance Charges and/or Prepayment Premiums to the Holders of the Class   X-C Certificates and (B) after the Distribution Date in March 2012, 100% to   the Holders of the Class X-C Certificates, in each case, to the extent of any   remaining portion of such Yield Maintenance Charges and/or Prepayment Premiums.
  




- 175 -







                    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 and shall distribute such amounts among the Holders of the Class Z Certificates pro rata in accordance with the respective Percentage Interests of such Class and (B) interest and investment income, if any, earned in respect of amounts held in the Additional Interest Account as provided in Section 3.06, but only to the extent of the Net Investment Earnings with respect to such account for the related Distribution Date, and shall distribute such amount to the Trustee as additional compensation.


                    (c)     Reserved.  


                    (d)     Reserved.  


                    (e)     All distributions made with respect to each Class on each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests.  Except as otherwise provided below, all such distributions with respect to each Class on each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  The final distribution on each Certificate (determined, in the case of a Sequential Pay Certificate, without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Certificate, but taking into account possible future distributions of Additional Interest) will be made in a like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.  Prior to any termination of the Trust Fund pursuant to Section 9.01, any distribution that is to be made with respect to a Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense previously allocated thereto, which reimbursement is

to occur after the date on which such Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Certificateholder that surrendered such Certificate as such address last appeared in the Certificate Register or to any other address of which the Paying Agent was subsequently notified in writing.  If such check is returned to the Paying Agent, the Paying Agent, directly or through an agent, shall take such reasonable steps to contact the related Holder and deliver such check as it shall deem appropriate.  Any funds in respect of a check returned to the Paying Agent shall be set aside by the Paying Agent and held uninvested in trust and credited to the account of the appropriate Holder.  The costs and expenses of locating the appropriate Holder and holding such funds shall be paid out of such funds.  No interest shall accrue or be payable to any former Holder on any amount held in trust hereunder.  If the Paying Agent
has not, after having taken such reasonable steps, located the related Holder by the second anniversary of the initial sending of a check, the Paying Agent shall, subject to applicable law, distribute the unclaimed funds to the Holders of the Class R-II Certificates.


- 176 -







                    (f)     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.


                    (g)     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.


                    (h)     Except as otherwise provided in Section 9.01, whenever the Paying Agent receives written notification of or expects that the final distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Paying Agent shall, no later than five days after the related Determination Date, mail to each Holder of record on such date of such Class of Certificates a notice to the effect that:


	
   
 	
             (i)     the Paying Agent expects that the final   distribution with respect to such Class of Certificates will be made on such   Distribution Date but only upon presentation and surrender of such   Certificates at the office of the Certificate Registrar or at such other   location therein specified, and
  
	
   
 	
   
 
	
   
 	
  
           (ii)    no interest shall accrue on such Certificates   from and after such Distribution Date.
  




                    Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to this Section 4.01(h) 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 


- 177 -







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.


                    (i)     Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes are applicable under the Code.  The Certificate Registrar shall promptly provide the Paying Agent with any IRS Forms W-9, W-8BEN, W-8IMY (and all appropriate attachments) or W-8ECI upon its receipt thereof.  The consent of Certificateholders shall not be required for such withholding.  If the Paying Agent does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholders. 
Such amounts shall be deemed to have been distributed to such Certificateholders for all purposes of this Agreement. 


                    (j)     Reserved.  


                    (k)     Reserved.  


                    (l)     Reserved.


                    (m)     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, with respect to the Sequential Pay Certificates from REMIC I to REMIC II in respect of its Corresponding REMIC I Regular Interest set forth in the Preliminary Statement hereto; provided, that interest shall be deemed to have been distributed pro rata among two or more Corresponding REMIC I Regular Interests that correspond to a Class of Sequential Pay Certificates, and all distributions made in respect of the Class X-C and Class X-P Certificates on each Distribution Date pursuant to Section 4.01(a) or Section 9.01, and allocable to any particular Component of such Class of Sequential Pay Certificates in accordance
with the last paragraph of Section 4.01(a), shall be deemed to have first been distributed from REMIC I to REMIC II in respect of such Component’s Corresponding REMIC I Regular Interest; and provided, further, that distributions of principal:

	
   
 	
  
          (i)     with   respect to the Class A-1 Certificates, shall be deemed to have first been   distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest   LA-1-1; second, to REMIC I Regular Interest LA-1-2; third, to REMIC I Regular   Interest LA-1-3; fourth, to REMIC I Regular Interest LA-1-4; and fifth, to   REMIC I Regular Interest LA-1-5; in each case, until their respective REMIC I   Principal Balances are reduced to zero;
  




- 178 -







	
   
 	
            (ii)     with   respect to the Class A-2 Certificates, shall be deemed to have first been   distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest   LA-2-1; second, to REMIC I Regular Interest LA-2-2; third, to REMIC I Regular   Interest LA-2-3; fourth, to REMIC I Regular Interest LA-2-4; and fifth, to   REMIC I Regular Interest LA-2-5; in each case, until their respective REMIC I   Principal Balances are reduced to zero; 
  
	
   
 	
   
 
	
   
 	
  
          (iii)     with   respect to the Class A-3 Certificates, shall be deemed to have first been   distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest   LA-3-1; and second, to REMIC I Regular Interest LA-3-2; in each case, until   their respective REMIC I Principal Balances are reduced to zero;
  
	
   
 	
   
 
	
   
 	
  
          (iv)     with   respect to the Class A-PB Certificates, shall be deemed to have first been   distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest   LA-PB-1; second, to REMIC I Regular Interest LA-PB-2; and third, to REMIC I   Regular Interest LA-PB-3; in each case, until their respective REMIC I   Principal Balances are reduced to zero;
  
	
   
 	
   
 
	
   
 	
            (v)     with   respect to the Class A-4 Certificates, shall be deemed to have first been   distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest   LA-4-1; second, to REMIC I Regular Interest LA-4-2; third, to REMIC I Regular   Interest LA-4-3; and fourth, to REMIC I Regular Interest LA-4-4; in each case,   until their respective REMIC I Principal Balances are reduced to zero;
  
	
   
 	
   
 
	
   
 	
  
          (vi)     with   respect to the Class A-1A Certificates, shall be deemed to have first been   distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest   LA-1A-1; second, to REMIC Regular Interest LA-1A-2; third, to REMIC Regular   Interest LA-1A-3; fourth, to REMIC Regular Interest LA-1A-4; fifth, to REMIC   Regular Interest LA-1A-5; sixth, to REMIC Regular Interest LA-1A-6; seventh,   to REMIC Regular Interest LA-1A-7; eighth, to REMIC Regular Interest LA-1A-8;   ninth, to REMIC Regular Interest LA-1A-9; tenth, to REMIC Regular Interest   LA-1A-10; eleventh, to REMIC Regular Interest LA-1A-11; twelfth, to REMIC   Regular Interest LA-1A-12; thirteenth, to REMIC Regular Interest LA-1A-13;   fourteenth, to REMIC Regular Interest LA-1A-14; and fifteenth, to REMIC   Regular Interest LA-1A-15; in each case, until their respective REMIC I   Principal Balances are
reduced to zero;
  
	
   
 	
   
 
	
   
 	
  
          (vii)     with   respect to the Class C Certificates, shall be deemed to have first been   distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest   LC-1; and second, to REMIC I Regular Interest LC-2; in each case, until their   respective REMIC I Principal Balances are reduced to zero;
  
	
   
 	
   
 
	
   
 	
            (viii)     with   respect to the Class D Certificates, shall be deemed to have first been   distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest   LD-1; second, to REMIC I Regular Interest LD-2; third, to REMIC I Regular Interest   LD-3; and fourth, to REMIC I Regular Interest LD-4; in each case, until their   respective REMIC I Principal Balances are reduced to zero; 
  




- 179 -






	
   
 	
  
          (ix)     with   respect to the Class E Certificates, shall be deemed to have first been   distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest   LE-1; and second, to REMIC I Regular Interest LE-2; in each case, until their   respective REMIC I Principal Balances are reduced to zero; 
  
	
   
 	
   
 
	
   
 	
  
          (x)     with   respect to the Class F Certificates, shall be deemed to have first been   distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest   LF-1; and second, to REMIC I Regular Interest LF-2; in each case, until their   respective REMIC I Principal Balances are reduced to zero; 
  
	
   
 	
   
 
	
   
 	
            (xi)     with   respect to the Class G Certificates, shall be deemed to have first been   distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest   LG-1; second, to REMIC I Regular Interest LG-2; and third, to REMIC I Regular   Interest LG-3; in each case, until their respective REMIC I Principal   Balances are reduced to zero; and 
  
	
   
 	
   
 
	
   
 	
  
          (xii)     with   respect to the Class H Certificates, shall be deemed to have first been   distributed from REMIC I to REMIC II in respect of REMIC I Regular Interest   LH-1; and second, to REMIC I Regular Interest LH-2; in each case, until their   respective REMIC I Principal Balances are reduced to zero.
  




                    (n)     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(n) 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.  Any amounts remaining in REMIC I on any
Distribution Date after the foregoing distributions shall be distributed to the Holders of the Class R-I Certificates.


                    (o)     Reserved.


                    (p)     Reserved.


                    (q)     On each Distribution Date, or with respect to a Companion Loan then included in a securitization, on each P&I Advance Date (or, with respect to the Great Wolf Resorts Companion Loan, the date one Business Day after the later of (x) receipt by the Companion Paying Agent of such related amounts or (y) the Due Date of such related amounts) the Companion Paying Agent (based upon a statement of the Master Servicer to be delivered to the Companion Paying Agent that specifies the amount required to be deposited in the Companion Distribution Account and any amounts payable to the Master Servicer from the Companion Distribution Account pursuant to this Section 4.01(q)) shall make withdrawals and payments from the Companion Distribution Account for the related Companion Loans in the following order of
priority:


- 180 -






	
   
 	
  
        (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)(i) and 10.01(h), to the extent any such   costs relate to a Loan Pair; 
  
	
   
 	
   
 
	
   
 	
  
        (iii)     to   pay to the Master Servicer any amounts deposited by the Master Servicer in   the Companion Distribution Account not required to be deposited therein; 
  
	
   
 	
   
 
	
   
 	
  
        (iv)     on   each Distribution Date, or with respect to a Companion Loan then included in   a securitization, on each P&I Advance Date (or, with respect to the Great   Wolf Resorts Companion Loan, the date one Business Day after the later of (x)   receipt by the Companion Paying Agent of such related amounts or (y) the Due   Date of such related amounts) 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(q)(i) or (ii), the Companion Distribution Account shall be considered an “outside reserve fund” within the meaning of the REMIC Provisions, beneficially owned by the Companion Holder for federal income tax purposes, who shall be taxable on all reinvestment income thereon, and who shall be deemed to have received any amounts reimbursed from the Trust Fund to the Companion Distribution Account.


                    On each Distribution Date, the Paying Agent shall withdraw amounts from the Gain-on-Sale Reserve Account and shall distribute such amounts to reimburse the Holders of each Class of Sequential Pay Certificates (in order of alphabetical Class designation) up to an amount equal to all Realized Losses and Additional Trust Fund Expenses, if any, previously deemed allocated to such Classes and unreimbursed after application of the Available Distribution Amount for such Distribution Date.  Amounts paid from the Gain-on-Sale Reserve Account pursuant to the preceding sentence shall first be deemed to have been distributed to the Corresponding REMIC I Regular Interests in reimbursement of Realized Losses and Additional


- 181 -







Trust Fund Expenses previously allocated thereto.  Amounts paid from the Gain-on-Sale Reserve Account will not reduce the Certificate Principal Balances of the Classes receiving such distributions.  Any amounts remaining in the Gain-on-Sale Reserve Account after such distributions shall be applied to offset future Realized Losses and Additional Trust Fund Expenses and upon termination of the Trust Fund, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Class R-I Certificateholders.


                    (r)     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 taking into account any applicable exemptions from, or reductions in, withholding upon receipt of appropriate Internal Revenue Service forms and documentation.  The consent of Certificateholders shall not be required for such withholding.  In the event 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 on the Distribution
Date Statement.  Such amounts shall be deemed to have been distributed to such Certificateholders for all purposes of this Agreement.


          Section 4.02.     Statements to Certificateholders; CMSA Loan Periodic Update File.


                    (a)     On each Distribution Date, the Trustee shall make available on the Trustee’s Internet Website or, upon written request, 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;
  




- 182 -






	
   
 	
  
          (vi)     (a)   the aggregate amount of P&I Advances made in respect of such Distribution   Date with respect to the Mortgage Pool and each Loan Group pursuant to   Section 4.03(a), including, without limitation, any amounts applied pursuant   to Section 4.03(a)(ii), and the aggregate amount of unreimbursed P&I   Advances with respect to the Mortgage Pool and each Loan Group that had been   outstanding at the close of business on the related Determination Date and   the aggregate amount of interest accrued and payable to the Master Servicer   or the Trustee in respect of such unreimbursed P&I Advances in accordance   with Section 4.03(d) as of the close of business on the related Determination   Date, (b) the aggregate amount of Servicing Advances as of the close of   business on the related Determination Date and (c) the aggregate amount of   all Nonrecoverable
Advances as of the close of business on the related   Determination Date;
  
	
   
 	
   
 
	
   
 	
            (vii)     the   aggregate unpaid principal balance of the Mortgage Pool and each Loan Group   outstanding as of the close of business on the related Determination Date;
  
	
   
 	
   
 
	
   
 	
  
          (viii)     the   aggregate Stated Principal Balance of the Mortgage Pool and each Loan Group   outstanding immediately before and immediately after such Distribution Date;
  
	
   
 	
   
 
	
   
 	
  
          (ix)     the   number, aggregate principal balance, weighted average remaining term to   maturity and weighted average Mortgage Rate of the Mortgage Loans in the   Mortgage Pool and each Loan Group as of the close of business on the related   Determination Date;
  
	
   
 	
   
 
	
   
 	
  
          (x)     the   number, aggregate unpaid principal balance (as of the close of business on   the related Determination Date) and aggregate Stated Principal Balance   (immediately after such Distribution Date) of Mortgage Loans (A) delinquent   30-59 days, (B) delinquent 60-89 days, (C) delinquent more than 89 days, (D)   as to which foreclosure proceedings have been commenced, and (E) to the   actual knowledge of the Master Servicer or Special Servicer in bankruptcy   proceedings;
  
	
   
 	
   
 
	
   
 	
            (xi)     as   to each Mortgage Loan referred to in the preceding clause (x) above, (A) the   loan number thereof, (B) the Stated Principal Balance thereof immediately following   such Distribution Date, and (C) a brief description of any executed loan   modification;
  
	
   
 	
   
 
	
   
 	
  
          (xii)     with   respect to any Mortgage Loan as to which a Liquidation Event occurred during   the related Collection Period (other than a payment in full), (A) the loan   number thereof, (B) the aggregate of all Liquidation Proceeds and other   amounts received in connection with such Liquidation Event (separately   identifying the portion thereof allocable to distributions on the   Certificates), and (C) the amount of any Realized Loss in connection with   such Liquidation Event;
  




- 183 -






	
   
 	
  
          (xiii)     with   respect to any REO Property included in the Trust Fund as to which a Final   Recovery Determination was made during the related Collection Period, (A) the   loan number of the related Mortgage Loan, (B) the aggregate of all   Liquidation Proceeds and other amounts received in connection with such Final   Recovery Determination (separately identifying the portion thereof allocable   to distributions on the Certificates), and (C) the amount of any Realized   Loss in respect of the related REO Loan in connection with such Final   Recovery Determination;
  
	
   
 	
   
 
	
   
 	
            (xiv)     the   Accrued Certificate Interest and Distributable Certificate Interest in   respect of each Class of Regular Certificates for such Distribution Date;
  
	
   
 	
   
 
	
   
 	
  
          (xv)     any   unpaid Distributable Certificate Interest in respect of each Class of Regular   Certificates after giving effect to the distributions made on such Distribution   Date;
  
	
   
 	
   
 
	
   
 	
  
          (xvi)     the   Pass-Through Rate for each Class of Regular Certificates for such   Distribution Date;
  
	
   
 	
   
 
	
   
 	
  
          (xvii)     the   Principal Distribution Amount, the Loan Group 1 Principal Distribution Amount   and the Loan Group 2 Principal Distribution Amount for such Distribution   Date, separately identifying the respective components thereof (and, in the   case of any Principal Prepayment or other unscheduled collection of principal   received during the related Collection Period, the loan number for the   related Mortgage Loan and the amount of such prepayment or other collection   of principal);
  
	
   
 	
   
 
	
   
 	
            (xviii)     the   aggregate of all Realized Losses incurred during the related Collection   Period and all Additional Trust Fund Expenses incurred during the related   Collection Period;
  
	
   
 	
   
 
	
   
 	
  
          (xix)     the   aggregate of all Realized Losses and Additional Trust Fund Expenses that were   allocated on such Distribution Date;
  
	
   
 	
   
 
	
   
 	
  
          (xx)     the   Class Principal Balance of each Class of Regular Certificates (other than the   Class X Certificates) and the Component Notional Amount of each Component   outstanding immediately before and immediately after such Distribution Date,   separately identifying any reduction therein due to the allocation of   Realized Losses and Additional Trust Fund Expenses on such Distribution Date;
  
	
   
 	
   
 
	
   
 	
  
          (xxi)     the   Certificate Factor for each Class of Regular Certificates immediately   following such Distribution Date;
  
	
   
 	
   
 
	
   
 	
            (xxii)     the   aggregate amount of interest on P&I Advances paid to the Master Servicer   and the Trustee with respect to the Mortgage Pool and each Loan Group during   the related Collection Period in accordance with Section 4.03(d);
  




- 184 -






	
   
 	
  
          (xxiii)     the   aggregate amount of interest on Servicing Advances paid to the Master   Servicer, the Trustee and the Special Servicer during the related Collection   Period in accordance with Section 3.03(d) with respect to the Mortgage Pool   and each Loan Group;
  
	
   
 	
   
 
	
   
 	
  
          (xxiv)     the   aggregate amount of (i) Servicing Fees paid to the Master Servicer and the   Special Servicer and (ii) Trustee Fees paid to the Trustee during the related   Collection Period;
  
	
   
 	
   
 
	
   
 	
  
          (xxv)     the   loan number for each Required Appraisal Mortgage 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 with   respect to the Mortgage Pool and each Loan Group collected during the related   Collection Period;
  
	
   
 	
   
 
	
   
 	
  
          (xxix)     the   amounts, if any, actually distributed with respect to the Class Z   Certificates Class R-I Certificates or Class R-II Certificates on such   Distribution Date;  and
  
	
   
 	
   
 
	
   
 	
  
          (xxx)     the   value of any REO Property included in the Trust Fund as of the end of the   related Collection Period, based on the most recent Appraisal or valuation.
  



                    In the case of information to be furnished pursuant to clauses (i) through (iv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per Single Certificate.  In the case of information provided to the Trustee as a basis for information to be furnished pursuant to clauses (x) through (xiii), and (xxiv) and (xxx) above, insofar as the underlying information is solely within the control of the Special Servicer, the Trustee and the Master Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer.


                    The Trustee may rely on and shall not be responsible absent manifest error for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


                    The Trustee shall make available on each Distribution Date to each Certificateholder, the Depositor, the Underwriters, each Rating Agency, the Special Servicer and any other Person designated in writing by the Depositor (by hard copy, on diskette or via such other electronic medium as is mutually acceptable to the Paying Agent and the recipient) (A) a copy of the following ten reports or in the case of reports to Persons designated in writing by the


- 185 -







Depositor, any of the following ten reports delivered to it by the Master Servicer pursuant to Section 3.12(c);  (i) the CMSA Delinquent Loan Status Report, (ii) the CMSA Historical Liquidation Report, (iii) the CMSA Historical Loan Modification Report, (iv) the CMSA REO Status Report, (v) the CMSA Servicer Watch List, (vi) a CMSA Comparative Financial Status Report, (vii) a CMSA Operating Statement Analysis, (viii) a CMSA NOI Adjustment Worksheet and (ix) the CMSA Advance Recoverability Report and (B) the CMSA Reconciliation of Funds Report.  The Paying Agent shall make available on each Distribution Date by electronic transmission acceptable to the recipient to each Certificateholder, each Certificate Owner, the Underwriters, the Trustee, the Depositor, each Rating Agency and each other Person that received a Distribution Date Statement on such Distribution Date a hard copy (or copy in an electronic medium acceptable to the recipient) of the CMSA Loan
Periodic Update File, the CMSA Property File, the CMSA Bond File, and the CMSA Collateral Summary File containing information regarding each Mortgaged Property most recently received from the Master Servicer.


                    Absent manifest error, none of the Master Servicer or the Special Servicer shall be responsible for the accuracy or completeness of any information supplied to it by a borrower or third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer or the Special Servicer, as applicable.  The Trustee shall not be responsible absent manifest error for the accuracy or completeness of any information supplied to it for delivery pursuant to this Section 4.02(a).  Neither the Trustee, the Master Servicer nor the Special Servicer shall have any obligation to verify the accuracy or completeness of any information provided by a Mortgagor or third party.


                    Within a reasonable period of time after the end of each calendar year, the Trustee shall, upon request, send to each Person who at any time during the calendar year was a Certificateholder of record, a report summarizing on an annual basis (if appropriate) the items provided to Certificateholders pursuant to clauses (i), (ii), (iii) and (iv) of the description of “Distribution Date Statement” above and such other information as may be required to enable such Certificateholders to prepare their federal income tax returns.  Such information shall include the amount of original issue discount accrued on each Class of Certificates and information regarding the expenses of the Trust Fund.  Such requirement shall be deemed to be satisfied to the extent such information is provided pursuant to applicable requirements of the Code
from time to time in force.


                    If any Certificate Owner does not receive through the Depository or any of its Depository Participants any of the statements, reports and/or other written information described above in this Section 4.02(a) that it would otherwise be entitled to receive if it were the Holder of a Definitive Certificate evidencing its ownership interest in the related Class of Book Entry Certificates, then the Trustee shall mail or cause the mailing of or, provide electronically or cause the provision electronically of, such statements, reports and/or other written information to such Certificate Owner upon the request of such Certificate Owner made in writing to the Corporate Trust Office (accompanied by current verification of such Certificate Owner’s ownership interest).  Such portion of such information as may be agreed upon by the Depositor and the
Trustee shall be furnished to any such Person via overnight courier delivery or telecopy from the Trustee; provided, that the cost of such overnight courier delivery or telecopy shall be an expense of the party requesting such information.


- 186 -







                    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 1:00 p.m. New York City time on the second Business Day preceding each Distribution Date the Master Servicer shall furnish to the Trustee, the Depositor, the Special Servicer and the Underwriters, by electronic transmission (or in such other form to which the Trustee or the Depositor, as the case may be, and the Master Servicer may agree), with a hard copy (other than in the case of the Trustee) of such transmitted information to follow promptly, an accurate and complete CMSA Loan Periodic Update File providing the required information for the Mortgage Loans as of such Determination Date.  The Depositor shall provide the information necessary for the CMSA Loan Setup File on the Closing Date.  Not later than 2:00 p.m. New York City time on the second Business Day preceding each Distribution

Date, the Master Servicer shall deliver to the Trustee notice of the Discount Rate applicable to each Principal Prepayment received in the related Collection Period.


                    In the performance of its obligations set forth in Section 4.05, and its other duties hereunder, the Trustee (including in its capacity as Paying Agent) may conclusively rely on reports provided to it by the Master Servicer, and the Trustee shall not be responsible to recompute, recalculate or verify the information provided to it by the Master Servicer.  In the case of information to be furnished by the Master Servicer to the Trustee pursuant to this Section 4.02(b), insofar as such information is solely within the control of the Special Servicer, the Master Servicer shall have no obligation to provide such information until it has received such information from such party, shall not be in default hereunder due to a delay in providing the CMSA Loan Periodic Update File caused by the such party’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 such party.


          Section 4.03.     P&I Advances.


                    (a)     On or before 1:30 p.m., New York City time, on each 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


- 187 -







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) 715-0036 (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 and subject to Section 4.03(g), the Pari Passu Companion 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 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
close of business on the last day of related Collection Period, the Master Servicer shall be required to make such P&I Advance 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 or Pari Passu Companion Loan has been reduced in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment granted or agreed to by the Special Servicer pursuant to Section 3.20, or if the final maturity on any Mortgage Loan or Pari Passu Companion Loan shall be extended in connection with a bankruptcy or similar proceeding involving the related Mortgagor or a modification, waiver or amendment granted or agreed to by the Special Servicer pursuant to Section 3.20, and the Periodic Payment due and owing during the extension period is less than the related Assumed Scheduled Payment, then the
Master Servicer or the Trustee shall, as to such Mortgage Loan or Pari Passu Companion Loan only, advance only the amount of the Periodic Payment due and owing after taking into account such reduction (net of related Servicing Fees) in the event of subsequent delinquencies thereon; and (y) if it is determined that an Appraisal Reduction Amount exists with respect to any Required Appraisal Mortgage Loan, then, with respect to the Distribution Date immediately following the date of such determination and with respect to each subsequent Distribution Date for so long as such Appraisal Reduction Amount exists with respect to such Required Appraisal Mortgage Loan, the Master Servicer or the Trustee will be required in the event of subsequent delinquencies to advance in respect of such Mortgage Loan or Pari Passu Companion Loan only an amount equal to the sum of (A) the amount of the interest portion of the P&I Advance that would otherwise be required without regard to this clause (y), minus the product
of (1) such Appraisal Reduction


- 188 -







Amount allocated pursuant to Section 4.04(e) to the Mortgage Loan or the Pari Passu Companion Loan and (2) the per annum Pass-Through Rate (or, with respect to a Pari Passu Companion Loan, if such loan is then in a securitization, “pass-through rate” as defined in the pooling and servicing agreement related to such securitization) (i.e., for any month, one-twelfth of the Pass-Through Rate or “pass-through rate”) applicable to the Class of Certificates to which such Appraisal Reduction Amount is allocated pursuant to Section 4.04(e) (or with respect to a Pari Passu Companion Loan, applicable to the class of certificates or other securities which are backed in whole or in part by the related Pari Passu Companion Loan) and (B) the amount of the principal portion of the P&I Advance that would otherwise be required without regard to this clause (y).  The holder of a Pari Passu Companion Loan (or its designee) shall provide to the
Master Servicer any information the Master Servicer may request in order to fulfill its advancing obligations with respect to such Pari Passu Companion Loan pursuant to this Section 4.03(b).


                    (c)     Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance.  The determination by the Master Servicer or the Special Servicer that the Master Servicer has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer’s Certificate delivered to the Trustee and the Depositor on or before the related P&I Advance Date, setting forth the basis for such determination, together with any other information, including Appraisals (the cost of which may be paid out of the Certificate Account pursuant to Section 3.05(a)) (or, if no such Appraisal has been performed pursuant to
this Section 4.03(c), a copy of an Appraisal of the related Mortgaged Property performed within the twelve months preceding such determination), related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Properties, engineers’ reports, environmental surveys and any similar reports that the Master Servicer may have obtained consistent with the Servicing Standard and at the expense of the Trust Fund, that support such determination by the Master Servicer or the Special 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 by the Special Servicer.  The Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or the Special Servicer that a P&I Advance, if made, would be a Nonrecoverable Advance (and with respect to a P&I Advance the Trustee 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 or the Special Servicer that such P&I Advance would be Nonrecoverable Advance, the Trustee shall make such Advance within the time periods required by Section 4.03(a) unless the Trustee, in good faith, makes a determination prior to the times specified in Section 4.03(a) that such P&I Advance would be a Nonrecoverable Advance.  The
Trustee in determining whether or not a P&I Advance previously made is, or a proposed P&I Advance, if made, would be, a Nonrecoverable Advance shall be subject to the standards set forth in Section 8.01(a), including utilizing its good faith business judgment to make such determination.


- 189 -







                    (d)     In connection with the recovery by the Master Servicer or the Trustee of any P&I Advance out of the Certificate Account pursuant to Section 3.05(a), subject to the next sentence, the Master Servicer shall be entitled to pay itself or the Trustee, as the case may be, out of any amounts then on deposit in the Certificate Account, interest at the Reimbursement Rate in effect from time to time, compounded annually, accrued on the amount of such P&I Advance (to the extent made with its own funds) from the date made (provided, however, no such interest shall accrue during any grace or cure period under a Mortgage Loan) to but not including the date of reimbursement such interest to be payable, subject to the terms of the Intercreditor Agreement with respect to the related Loan Pair, first out of
late payment charges and Penalty Interest received on the related Mortgage Loan or REO Property 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 Subordinate Companion Loan.


                    (f)     Reserved.  


                    (g)     Subject to Section 4.03(b) and (c), the Master Servicer shall make P&I Advances in respect of a Pari Passu Companion Loan only during such time as such Pari Passu Companion Loan is included in a securitization or a collateralized debt obligation in which interests therein are issued or created pursuant to the terms of the related Intercreditor Agreement.  With respect to any P&I Advance made on such Pari Passu Companion Loan, the Master Servicer shall be entitled to recovery of such amounts from the holder thereof.  For the avoidance of doubt, the Trust Fund shall not be liable for any recoveries of P&I Advances made by the Master Servicer on such Pari Passu Companion Loan.  Notwithstanding anything to the contrary contained herein, the Trustee shall have no obligation hereunder to and
shall not make P&I Advances in respect of any Pari Passu Companion Loan.  


          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 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 (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for payments of

- 190 -











principal collected on the Mortgage Loans that were used to reimburse any Nonrecoverable Advances, to the extent a Final Recovery Determination has not been made with respect thereto, and Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(vii) hereof): 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; fifteenth to the Class A-J Certificates until the remaining Class Principal Balance thereof has been reduced

to zero; and sixteenth, pro rata (based on remaining Class Principal Balances) to the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-PB Certificates, the Class A-4 Certificates and the Class A-1A Certificates, until the Class Principal Balances thereof are reduced to zero.  Any allocation of Realized Losses and Additional Trust Fund Expenses to a Class of Regular Certificates shall be made by reducing the Class Principal Balance thereof by the amount so allocated.  All Realized Losses and Additional Trust Fund Expenses, if any, allocated to a Class of Regular Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby.  All Realized Losses and Additional Trust Fund Expenses, if any, that have not been allocated to the Regular Certificates as of the Distribution Date on which the aggregate Certificate Principal Balance of such Regular Certificates has been
reduced to zero, shall be deemed allocated to the Residual Certificates.


                    (b)     On each Distribution Date, following the deemed distributions of principal or reimbursement of previously allocated Realized Losses and Additional Trust Fund Expenses made in respect of the REMIC I Regular Interests pursuant to Section 4.01(n), the REMIC I Principal Balance (or aggregate REMIC I Principal Balance with respect to the REMIC I Regular Interests corresponding to the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class C, Class D, Class E, Class F, Class G and Class H Certificates) of the Corresponding REMIC I Regular Interests (after taking account of such deemed distributions) shall be reduced as a result of Realized Losses and Additional Trust Fund Expenses to equal the Class Principal Balance of the Corresponding Certificates that will be outstanding immediately following
such Distribution Date; provided, that Realized Losses and Additional Trust Fund Expenses shall be allocated: 

	
   
 	
  
          (i)     with   respect to the Class A-1 Certificates, first, in respect of REMIC I Regular   Interest LA-1-1; second, to REMIC I Regular Interest LA-1-2; third, to
  




- 191 -






	
   
 	
  
REMIC I Regular Interest LA-1-3; fourth, to REMIC I Regular Interest   LA-1-4; and fifth, to REMIC I Regular Interest LA-1-5; in each case, until   their respective REMIC I Principal Balances are reduced to zero;
  
	
   
 	
   
 
	
   
 	
           (ii)     with   respect to the Class A-2 Certificates, first, in respect of REMIC I Regular   Interest LA-2-1; second, to REMIC I Regular Interest LA-2-2; third, to REMIC   I Regular Interest LA-2-3; fourth, to REMIC I Regular Interest LA-2-4; and   fifth, to REMIC I Regular Interest LA-2-5; in each case, until their   respective REMIC I Principal Balances are reduced to zero;
  
	
   
 	
   
 
	
   
 	
  
        (iii)     with   respect to the Class A-3 Certificates, first, in respect of REMIC I Regular   Interest LA-3-1; and second, to REMIC I Regular Interest LA-3-2; in each   case, until their respective REMIC I Principal Balances are reduced to zero;
  
	
   
 	
   
 
	
   
 	
  
        (iv)     with   respect to the Class A-PB Certificates, first, in respect of REMIC I Regular   Interest LA-PB-1; second, to REMIC I Regular Interest LA-PB-2; and third, to   REMIC I Regular Interest LA-PB-3; in each case, until their respective REMIC   I Principal Balances are reduced to zero;
  
	
   
 	
   
 
	
   
 	
  
         (v)     with   respect to the Class A-4 Certificates, first, in respect of REMIC I Regular   Interest LA-4-1; second, to REMIC I Regular Interest LA-4-2; third, to REMIC   I Regular Interest LA-4-3; and fourth, to REMIC I Regular Interest LA-4-4; in   each case, until their respective REMIC I Principal Balances are reduced to   zero;
  
	
   
 	
   
 
	
   
 	
          (vi)     with   respect to the Class A-1A Certificates, first, in respect of REMIC I Regular   Interest LA-1A-1; second, to REMIC I Regular Interest LA-1A-2; third, to REMIC   I Regular Interest LA-1A-3; fourth, to REMIC I Regular Interest LA-1A-4;  fifth, to REMIC I Regular Interest   LA-1A-5; sixth, to REMIC I Regular Interest LA-1A-6; seventh, to REMIC I   Regular Interest LA-1A-7; eighth, to REMIC I Regular Interest LA-1A-8; ninth,   to REMIC I Regular Interest LA-1A-9; tenth, to REMIC I Regular Interest   LA-1A-10; eleventh, to REMIC I Regular Interest LA-1A-11; twelfth, to REMIC I   Regular Interest LA-1A-12; thirteenth, to REMIC I Regular Interest LA-1A-13;   fourteenth, to REMIC I Regular Interest LA-1A-14; and fifteenth, to REMIC I   Regular Interest LA-1A-15; in each case, until their respective REMIC I   Principal Balances are reduced to zero;
  
	
   
 	
   
 
	
   
 	
  
       (vii)     with   respect to the Class C Certificates, first, in respect of REMIC I Regular   Interest LC-1; and second, to REMIC I Regular Interest LC-2; in each case,   until their respective REMIC I Principal Balances are reduced to zero;
  
	
   
 	
   
 
	
   
 	
  
      (viii)     with   respect to the Class D Certificates, first, in respect of REMIC I Regular   Interest LD-1; second, to REMIC I Regular Interest LD-2; third, to REMIC I   Regular Interest LD-3; and fourth, to REMIC I Regular Interest LD-4; in each   case, until their respective REMIC I Principal Balances are reduced to zero;
  



- 192 -






	
   
 	
  
        (ix)     with   respect to the Class E Certificates, first, in respect of REMIC I Regular   Interest LE-1; and second, to REMIC I Regular Interest LE-2; in each case,   until their respective REMIC I Principal Balances are reduced to zero;
  
	
   
 	
   
 
	
   
 	
  
         (x)     with   respect to the Class F Certificates, first, in respect of REMIC I Regular   Interest LF-1; and second, to REMIC I Regular Interest LF-2; in each case,   until their respective REMIC I Principal Balances are reduced to zero;
  
	
   
 	
   
 
	
   
 	
  
        (xi)     with   respect to the Class G Certificates, first, in respect of REMIC I Regular   Interest LG 1; second, to REMIC I Regular Interest LG 2; and third, to REMIC   I Regular Interest LG-3; in each case, until their respective REMIC I   Principal Balances are reduced to zero; and
  
	
   
 	
   
 
	
   
 	
  
       (xii)     with   respect to the Class H Certificates, first, in respect of REMIC I Regular   Interest LH 1; and second, to REMIC I Regular Interest LH 2; in each case,   until their respective REMIC I Principal Balances are reduced to zero.
  



                    (c)     Reserved.


                    (d)     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, Class A-PB, Class A-4, and Class A-1A Certificates, which amounts shall be applied pro rata (based on remaining Class Principal Balances) to such Certificates), in each case up to the respective Accrued Certificate Interest for each such Class of Certificates for such Distribution Date.  On each such Distribution Date, the Certificate Principal Balance of each Class of Certificates to which Certificate Deferred Interest has been allocated shall be increased by the amount of Certificate Deferred Interest allocated to such Class.  The amount
of Certificate Deferred Interest allocated to any Class of Sequential Pay Certificates shall be allocated to, and will increase the REMIC I Principal Balances of the Corresponding REMIC I Regular Interest in reverse alphanumerical order; provided, however, that with respect to the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, and Class A-1A Certificates, allocations to the Corresponding REMIC I Regular Interests shall be made on a pro rata basis.  


                    (e)     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, Class B and Class A J Certificates, in that order, up to the amount of their respective Class Principal Balances and then to the Class A Certificates on a pro rata basis; provided, however, that with respect to any Appraisal Reduction Amount relating to a Co-Lender Loan, such Appraisal Reduction Amount will be applied, first to the Subordinate Companion Loans from the most junior to the most senior, and then, will be applied to its related Co-Lender Loan and, with respect to

any Pari Passu Mortgage Loan, such Appraisal Reduction Amount will be applied pro rata to the Pari Passu Mortgage Loan and its related Pari Passu Companion Loan.  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


- 193 -







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(e).


          Section 4.05.     Calculations.


                    The Paying Agent shall, provided, it receives the necessary information from the Master Servicer and the Special Servicer, be responsible for performing all calculations necessary in connection with the actual and deemed distributions and allocations to be made pursuant to Section 4.01, Section 5.02(d) and Article IX and the actual and deemed allocations of Realized Losses and Additional Trust Fund Expenses to be made pursuant to Section 4.04.  The Paying Agent shall calculate the Available Distribution Amount for each Distribution Date and shall allocate such amount among Certificateholders in accordance with this Agreement, and the Paying Agent shall have no obligation to recompute, recalculate or verify any information provided to it by the Special Servicer or Master Servicer.  The calculations by the Paying Agent of such
amounts shall, in the absence of manifest error, be presumptively deemed to be correct for all purposes hereunder.


          Section 4.06.     Use of Agents.


                    The Master Servicer or the Trustee may at its own expense utilize agents or attorneys-in-fact in performing any of its obligations under this Article IV (except the obligation to make P&I Advances), but no such utilization shall relieve the Master Servicer or the Trustee from any of such obligations or liabilities, and the Master Servicer or the Trustee, as applicable, shall remain responsible for all acts and omissions of any such agent or attorney-in-fact (other than with respect to limited powers-of-attorney delivered by the Trustee to the Master Servicer or Special Servicer pursuant to Section 2.03(b) and 3.01(b), as applicable, in which case the Trustee shall have no such responsibility).


ARTICLE V


THE CERTIFICATES


          Section 5.01.     The Certificates.


                    (a)            The Certificates will be substantially in the respective forms attached hereto as Exhibit A; provided, that any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage.  The Certificates will be issuable in registered form only; provided, however, that in accordance with Section 5.03 beneficial ownership interests in the Regular Certificates shall initially
be held and transferred through the book-entry facilities of the


- 194 -







Depository.  The Regular Certificates will be issuable only in denominations corresponding to initial Certificate Principal Balances or initial Certificate Notional Amounts, as the case may be, as of the Closing Date of not less than $10,000 in the case of the Registered Certificates, $1,000,000 in the case of the Class X Certificates, and $250,000 in the case of Non-Registered Certificates (other than the Residual Certificates and the Class X Certificates), and in each such case in integral multiples of $1 in excess thereof.  The Class Z 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 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 the Corporate Trust Office), 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.


- 195 -







                    (b)           No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either:  (i) a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit G-1 hereto, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 hereto or as Exhibit G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify any Class of Non-Registered
Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of any Non-Registered Certificate without registration or qualification.  Any Holder of a Non-Registered Certificate desiring to effect such a transfer shall, and upon acquisition of such a Certificate shall be deemed to have agreed to, indemnify the Trustee, the Certificate Registrar and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    In connection with transfer of the Non-Registered Certificates, the Depositor shall furnish upon request of a Certificateholder or Certificate Owner to such Holder or Certificate Owner and any prospective purchaser designated by such Certificateholder or Certificate Owner the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act.


                    Notwithstanding the foregoing, for so long as any Non-Registered Certificate is a Book-Entry Certificate, (a) each prospective transferor of such Certificate shall be deemed to have represented to the Trustee, the Depositor and the transferee of such Certificate the information set forth on Exhibit G-1 upon or prior to such transfer and (b) each prospective transferee of such Certificate shall be deemed to have represented to the Trustee, the Paying Agent, 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.  In addition, if such prospective transferee is an Institutional Accredited Investor (but not also a Qualified Institutional Buyer), such prospective transferee shall be deemed to have acknowledged that any beneficial interest in a Book-Entry
Certificate that is transferred to it is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Book-Entry Certificate and, thereafter, shall be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form.


- 196 -







                    (c)           No transfer of a Certificate or any interest therein shall be made to any “employee benefit plan” subject to Title I of ERISA, or any “plan” subject to Section 4975 of the Code, or any other retirement plan or other employee benefit plan or arrangement subject to any federal, state, local, non-U.S. or other law (“Similar Law”) substantively similar to the foregoing provisions of ERISA or the Code, or any Person directly or indirectly acquiring such Certificate for, on behalf of, or with any assets of any such plan (each, a “Plan”) unless (A) in the case of a Certificate other than a Residual Certificate or a Class Z Certificate, the transferee 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”) or (B) in the case of a Certificate other than an ERISA Restricted Certificate, a Residual Certificate or a Class Z Certificate, (1) the transferee qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2) the transferee’s acquisition and holding of such Certificate satisfies all the requirements of and is covered by 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 certified that the foregoing conditions are

satisfied, and that it will not transfer such Certificate in violation of the foregoing.


                    (d)          (i)          Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Paying Agent under clause (ii)(A) below to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) below to negotiate the terms of any mandatory disposition and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale.  The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:

	
   
 	
  
          (A)     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.
  
	
   
 	
   
 
	
   
 	
  
          (B)     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
  



- 197 -






	
   
 	
  
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.
  
	
   
 	
   
 
	
   
 	
  
          (C)     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.
  
	
   
 	
   
 
	
   
 	
  
          (D)     Each   Person holding or acquiring any Ownership Interest in a Residual Certificate   shall agree (a) 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 (b) 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.
  
	
   
 	
   
 
	
   
 	
            (E)     Each   Person holding or acquiring an Ownership Interest in a Residual Certificate,   by purchasing an Ownership Interest in such Certificate, agrees to give the   Master Servicer and the Trustee written notice that it is a “pass-through   interest holder” within the meaning of temporary Treasury regulation Section   1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a   Residual Certificate, if it is, or is holding an Ownership Interest in a   Residual Certificate on behalf of, a “pass-through interest holder.”
  





	
   
 	
  
          (ii)     (1)     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.
  




- 198 -







	
   
 	
            (2)     If   any purported Transferee shall become a Holder of a Residual Certificate in   violation of the restrictions in this Section 5.02(d), then, to the extent   that the retroactive restoration of the rights of the preceding Holder of   such Residual Certificate as described in clause (ii)(A) above shall be   invalid, illegal or unenforceable, the Certificate Registrar shall have the   right, without notice to the Holder or any prior Holder of such Residual   Certificate, to cause the transfer of such Residual Certificate to a   Permitted Transferee on such terms as the Certificate Registrar may   choose.  Such purported Transferee   shall promptly endorse and deliver such Residual Certificate in accordance   with the instructions of the Certificate Registrar.  Such Permitted Transferee may be the Certificate Registrar itself   or any Affiliate of the
Certificate Registrar.  Any proceeds of such sale, net of the commissions (which may   include commissions payable to the Certificate Registrar or its Affiliates),   expenses and taxes due, if any, will be remitted by the Paying Agent to such   purported Transferee.  The terms and   conditions of any sale under this clause (ii)(B) shall be determined in the   sole discretion of the Certificate Registrar, and the Certificate Registrar   shall not be liable to any Person having an Ownership Interest in a Residual   Certificate as a result of its exercise of such discretion.
  





	
   
 	
  
          (iii)     The   Certificate Registrar shall make available to the Internal Revenue Service   and to those Persons specified by the REMIC Provisions any information   available to it which is necessary to compute any tax imposed as a result of   the Transfer of an Ownership Interest in a Residual Certificate to any Person   who is a Disqualified Organization or agent thereof, including the   information described in Treasury Regulations Sections 1.860D-1(b)(5) and   1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual   Certificate, and the Master Servicer and the Special Servicer shall furnish   to the Certificate Registrar all information in its possession necessary for   the Certificate Registrar to discharge such obligation.  The transferor of such Ownership Interest   shall be responsible for the reasonable compensation of the Certificate
Registrar, the Master Servicer and the Special Servicer for providing such   information.
  
	
   
 	
   
 
	
   
 	
            (iv)     The   provisions of this Section 5.02(d) set forth prior to this clause (iv) may be   modified, added to or eliminated, provided, that there shall have been   delivered to the Certificate Registrar and the Master Servicer the following:
  





	
   
 	
  
          (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 rating 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
  




- 199 -






	
   
 	
  
Fund), to the effect that doing so will not cause either of REMIC I   or REMIC II to (x) cease to qualify as a REMIC or (y) be subject to an   entity-level tax caused by the Transfer of any Residual Certificate to a   Person which is not a Permitted Transferee, or cause a Person other than the   prospective Transferee to be subject to a REMIC-related tax caused by the   Transfer of a Residual Certificate to a Person that is not a Permitted   Transferee.
  



                    (e)       Subject to the preceding provisions of this Section 5.02, upon surrender for registration of transfer of any Certificate at the offices of the Certificate Registrar maintained for such purpose, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class of a like aggregate Percentage Interest.


                    (f)       At the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of the same Class of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose.  Whenever any Certificates are so surrendered for exchange, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive.


                    (g)      Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing.


                    (h)      No service charge shall be imposed for any transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.


                    (i)      All Certificates surrendered for transfer and exchange shall be physically canceled by the Certificate Registrar, and the Certificate Registrar shall dispose of such canceled Certificates in accordance with its standard procedures.


                    (j)      Upon request, the Certificate Registrar shall provide to the Master Servicer, the Special Servicer and the Depositor notice of each transfer of a Certificate and shall provide to each such Person with an updated copy of the Certificate Register.


                    (k)      Each Person who has or who acquires any Ownership Interest in a Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of any Intercreditor Agreement affecting such Certificate.


          Section 5.03.     Book-Entry Certificates.


                    (a)           Each Class of Regular Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in


- 200 -







Section 5.03(c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein.  Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests.  All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner.  Each Depository Participant shall only transfer the Ownership Interests
in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.


                    (b)           The Trustee, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder.  The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners.  Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any
particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners.  The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date.


                    (c)           If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same.  Upon surrender to the
Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor’s expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions.  The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates.  None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as
Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.


- 201 -







                    (d)           Notwithstanding any other provisions contained herein, neither the Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate, any Subordinated Certificate and any Class Z Certificate) which interests are transferable through the book-entry facilities of the Depository.


          Section 5.04.     Mutilated, Destroyed, Lost or Stolen Certificates.


                    If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of actual notice to the Trustee and the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute and the Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and like Percentage Interest.  Upon the issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Certificate Registrar) connected therewith.  Any replacement Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the applicable REMIC created hereunder, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


          Section 5.05.     Persons Deemed Owners.


                    Prior to due presentment for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar and any agent of any of them may treat the Person in whose name any Certificate is registered as of the related Record Date as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and may treat the person whose name each Certificate is registered as of the date of determination as the owner of such Certificate for all other purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar or any agent of any of them shall be affected by notice to the contrary.


ARTICLE VI


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


          Section 6.01.     Liability of Depositor, Master Servicer and Special Servicer.


                    The Depositor, the Master Servicer and the Special Servicer shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor, the Master Servicer and the Special Servicer herein.


- 202 -







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


                    Subject to the following paragraph, the Depositor, the Master Servicer and the Special Servicer shall each keep in full effect its existence, rights and franchises as a corporation or national banking association, as the case may be, under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business as a foreign corporation, national banking association or foreign corporation, as the case may be, in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement, and the Master Servicer shall keep in full effect its existence and rights as a national banking association under the laws of the United
States.


                    The Depositor, the Master Servicer or the Special Servicer may be merged or consolidated with or into any Person (other than the Trustee), or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer or the Special Servicer shall be a party, or any Person succeeding to the business (which may be limited to the commercial loan servicing business) of the Depositor, the Master Servicer or the Special Servicer, shall be the successor of the Depositor, the Master Servicer or the Special Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Master Servicer or the Special Servicer unless (i) as evidenced in writing by the Rating Agencies, such succession will not result in qualification, downgrading or withdrawal of the ratings then assigned by the Rating Agencies to any Class of Certificates and (ii) such successor or surviving Person makes the applicable representations and warranties set forth in Section 3.23.


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


                    None of the Depositor, the Master Servicer or the Special Servicer, or any director, officer, employee or agent of any of them, shall be under any liability to the Trust Fund, the Trustee or the Certificateholders or the Companion Holders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Master Servicer or the Special Servicer against any liability to the Trust Fund, the Trustee, the Certificateholders or the Companion Holders for the breach of a representation, warranty or covenant made herein by such party, or against any expense or liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof, or against any liability which would otherwise be
imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties hereunder or negligent disregard of such obligations and duties.  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


- 203 -







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 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 Section 8.05(b).


          Section 6.04.     Resignation of Master Servicer and the Special Servicer.


                    The Master Servicer and, subject to Section 6.09, the Special Servicer may resign from the obligations and duties hereby imposed on it, upon a determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it (the other activities of the Master Servicer or the Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by the Master Servicer or the Special Servicer, as the case may be, at the date of this Agreement).  Any such determination requiring the resignation of the Master Servicer or the Special Servicer, as applicable, shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee.  Unless applicable law requires the Master
Servicer’s or Special Servicer’s resignation to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 7.02 hereof.  The Master Servicer and the Special Servicer shall have the right to resign at any other time provided, that (i) a willing successor thereto has been found by the Master Servicer or Special Servicer, as applicable, (ii) each of the Rating Agencies confirms in writing that the successor’s appointment will not result in a withdrawal, qualification or downgrade of any rating or ratings assigned to any Class of Certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts appointment prior to the effectiveness of such


- 204 -







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, provided, further, 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.


          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 or the Paying Agent in order to enable it to perform its duties hereunder.


- 205 -







          Section 6.07.     Depositor, Special Servicer, Trustee and the Paying Agent to Cooperate with Master Servicer.


                    The Depositor, the Special Servicer and the Trustee shall each furnish such reports, certifications and information as are reasonably requested by the Master Servicer in order to enable it to perform its duties hereunder.


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


                    The Depositor, the Master Servicer and the Trustee shall each furnish such reports, certifications and information as are reasonably requested by the Special Servicer in order to enable it to perform its duties hereunder.


          Section 6.09.     Designation of Special Servicer by the Controlling Class and Controlling Holders.


                    The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer 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 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


- 206 -







becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to its resignation), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation.  Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer within two Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or
the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties.


                    Notwithstanding the foregoing, in accordance with the terms of the related Intercreditor Agreement, the Companion Holder related to the Cabrillo Palisades Loan and the Companion Holder related to the Great Wolf Resorts Loan, respectively shall have the right to appoint, approve and/or remove the Special Servicer with respect to the related Mortgage Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to such Mortgage Loans as described above.  


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


                    The Master Servicer or an Affiliate of the Master Servicer or 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


- 207 -







act as proposed in the written notice within thirty (30) days, such action shall be deemed to comply with, but not modify, the Servicing Standard.  The Trustee shall be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, for the reasonable expenses of the Trustee incurred pursuant to this paragraph.  It is not the intent of the foregoing provision that the Master Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters arising hereunder, but rather in the case of unusual circumstances.


          Section 6.11.     The Controlling Class Representative.


                    (a)           Subject to Section 6.11(c), the Controlling Class Representative will be entitled to advise the Special Servicer with respect to the following actions of the Special Servicer, and notwithstanding anything herein to the contrary except as necessary or advisable to avoid an Adverse REMIC Event or the violation of the Servicing Standard and except as set forth in, and in any event subject to, the second paragraph of this Section 6.11(a), the Special Servicer will not be permitted to take any of the following actions as to which the Controlling Class Representative has objected in writing within ten Business Days of being notified thereof, which notification with respect to the action described in clause (vi) below shall be copied by the Special Servicer to the Master Servicer
(provided, that, if such written objection has not been received by the Special Servicer within such ten Business Day period, then the Controlling Class Representative’s approval will be deemed to have been given):

	
   
 	
            (i)     any   actual or proposed 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) or a material non-monetary term;
  
	
   
 	
   
 
	
   
 	
  
        (iii)     any   actual or 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 or release of material   collateral for a Mortgage Loan unless required by the underlying loan   documents;
  
	
   
 	
   
 
	
   
 	
          (vi)     any   waiver of a “due-on-sale” clause or “due-on-encumbrance” clause;
  
	
   
 	
   
 
	
   
 	
  
       (vii)     any   release of any performance or “earn-out” reserves, escrows or letters of   credit;
  




- 208 -






	
   
 	
  
      (viii)     any   acceptance of an assumption agreement releasing a borrower from liability   under a Mortgage Loan (other than in connection with a defeasance permitted   under the terms of the applicable mortgage loan documents);
  
	
   
 	
   
 
	
   
 	
  
        (ix)     any   termination of the related property manager for Mortgage Loans having an   outstanding principal balance of greater than $5,000,000;
  
	
   
 	
   
 
	
   
 	
           (x)     any   termination of, or modification of, all applicable franchise agreements   related to any Mortgage Loan secured by a hotel;
  
	
   
 	
   
 
	
   
 	
  
        (xi)     any   determination to allow a borrower not to maintain terrorism insurance; and
  
	
   
 	
   
 
	
   
 	
  
       (xii)     any   determination to decrease the time period referenced in clause (g) of the   definition of Specially Serviced 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 in this Agreement; provided, that, notwithstanding anything herein to the contrary or anything in this Agreement which permits the Controlling Class Representative or a Companion Holder the right to consent to or object to actions taken by the Special Servicer, no such advice or direction, and no objection contemplated by the preceding paragraph from the Controlling Class Representative or a Companion Holder, may require or cause the Special Servicer to violate any applicable law, any provision of this Agreement or the REMIC Provisions (and the Special Servicer shall disregard any such direction or
objection), including without limitation the Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Trust Fund, the Paying Agent or the Trustee or their respective Affiliates, officers, directors, employees or agents to any claim, suit or liability, or materially expand the scope of the 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 and, if applicable, the Companion Holders, as a collective whole.  For the avoidance of doubt, the Master Servicer and/or the Special Servicer will disregard any direction or objection of any party (including without limitation of the Controlling Class Representative or a Companion Holder) if such direction and or objection causes the Master Servicer or the Special Servicer to
violate the Servicing Standard, any applicable law, any provision of this Agreement or the REMIC Provisions or expose the Master Servicer, the Special Servicer, the Trust Fund, the Paying Agent or the Trustee or their respective Affiliates, officers, directors employees or agents to any claim suit or liability, or materially expand the scope of the Master Servicer’s or Special Servicer’s responsibility hereunder or cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer is not in the best interest of the Certificateholders, or the holders of the Companion Loan and consistent with the Servicing Standard.


                    (b)           The Controlling Class Representative, the Controlling Class or any holder of a Companion Loan will have no liability to the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment; provided, however, that the


- 209 -







Controlling Class Representative, the Controlling Class or any holder of a Companion Loan will not be protected against any liability to a Controlling Class Certificateholder which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties.  By its acceptance of a Certificate, each Certificateholder confirms its understanding that none of the Controlling Class, the Controlling Class Representatives or any holder of a Companion Loan may take actions that favor the interests of one or more Classes of the Certificates over other Classes of the Certificates, and that the Controlling Class, the Controlling Class Representative and/or any holder of a Companion Loan may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the Controlling Class, the Controlling Class Representatives and/or

any holder of a Companion Loan may act solely in the interests of the Holders of the Controlling Class, any holder of a Companion Loan, as the case may be, and/or that the Controlling Class Representatives do not have any duties or liability to the Holders of any Class of Certificates other than the Controlling Class or any holder of a Companion Loan and shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Controlling Class Representatives or any holder of a Companion Loan or any director, officer, employee, agent or principal thereof for having so acted.


                    (c)           Notwithstanding anything to the contrary in this Section 6.11 or anything contained in this Agreement, with respect to (i) the One & Two International Place Loan Pair and the 450 West 33rd Street Loan Pair, the related holders of the Pari Passu Companion Loan shall share all of the rights and responsibilities of the Controlling Class Representative as set forth in Section 2(i) respectively of the related Intercreditor Agreement, subject to any conditions, restrictions or other provisions described in or incorporated by reference into such sections and the Master Servicer or Special Servicer, as applicable, will comply with the provisions therein contained in connection with taking or refraining from taking the actions described therein, (ii) the Great Wolf Resorts Loan Pair,

where the holder of the related Companion Loan is acting as the “Note B Holder” as defined under the related Intercreditor Agreement, the related Note B Holder shall be entitled to exercise the rights set forth in Section 6(b) of the related Intercreditor Agreement, subject to any conditions, restrictions or other provisions described in or incorporated by reference into such sections and the Master Servicer or Special Servicer, as applicable, will comply with the provisions therein contained in connection with taking or refraining from taking the actions described therein, (iii) the Cabrillo Palisades Loan Pair, where the holder of the related Companion Loan is acting as the “Majority Co-Lender” as defined under the related Intercreditor Agreement, the related Majority Co-Lender or its designee shall be entitled to exercise the rights set forth in Section 4(f) of the related Intercreditor Agreement, subject to any conditions, restrictions or other provisions described in or
incorporated by reference into such sections and the Master Servicer or Special Servicer, as applicable, will comply with the provisions therein contained in connection with taking or refraining from taking the actions described therein, (iv) the Cadbury Schweppes Loan Pair, where the holder of the related Companion Loan is acting as the “Note B Holder” as defined under the related Intercreditor Agreement, the related Note B Holder shall be entitled to exercise the rights set forth in Section 3(e) of the related Intercreditor Agreement, as supplemented, subject to any conditions, restrictions or other provisions described in or incorporated by reference into such sections and the Master Servicer or Special Servicer, as applicable, will comply with the provisions therein contained in connection with taking or


- 210 -







refraining from taking the actions described therein, (v) the Firewheel Corners Shopping Center Loan Pair, where the holder of the related Companion Loan is acting as the “B Note Holder” as defined under the related Intercreditor Agreement, the related B Note Holder shall be entitled to exercise the rights set forth in Section 16(a) of the related Intercreditor Agreement, subject to any conditions, restrictions or other provisions described in or incorporated by reference into such sections and the Master Servicer or Special Servicer, as applicable, will comply with the provisions therein contained in connection with taking or refraining from taking the actions described therein and (vi) each Mezz Cap Intercreditor Agreement, the Master Servicer and Special Servicer shall comply with Section 16 of each Mezz Cap Intercreditor Agreement.


                    (d)           Notwithstanding anything in this Section 6.11, nothing herein is intended to limit the right of the Controlling Class Representative to consult on a non-binding basis with the Special Servicer with respect to any Mortgage Loan.


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
  



- 211 -






	
   
 	
  
             (iv)     any   failure on the part of the Master Servicer or the Special Servicer duly to   observe or perform in any material respect any other of the covenants or   agreements on the part of the Master Servicer or the Special Servicer, as the   case may be, contained in this Agreement which continues unremedied for a   period of 30 days after the date on which written notice of such failure,   requiring the same to be remedied, shall have been given to the Master   Servicer or the Special Servicer, as the case may be, by any other party   hereto or the Master Servicer or the Special Servicer, as the case may be   (with a copy to each other party hereto), by the Holders of Certificates   entitled to at least 25% of the Voting Rights; provided, however,   that with respect to any such failure which is not curable within such 30-day   period, the
Master Servicer or the Special Servicer, as the case may be,   shall have an additional cure period of thirty (30) days to effect such cure   so long as the Master Servicer or the Special Servicer, as the case may be,   has commenced to cure such failure within the initial 30-day period and has   provided the Trustee with an Officer’s Certificate certifying that it has   diligently pursued, and is continuing to pursue, a full cure; or
  
	
   
 	
   
 
	
   
 	
  
              (v)     any   breach on the part of the Master Servicer or the Special Servicer of any   representation or warranty contained in this Agreement that materially and   adversely affects the interests of any Class of Certificateholders and which   continues unremedied for a period of 30 days after the date on which notice   of such breach, requiring the same to be remedied, shall have been given to   the Master Servicer or the Special Servicer, as the case may be, by any other   party hereto or the Master Servicer or the Special Servicer, as the case may   be (with a copy to each other party hereto), by the Holders of Certificates   entitled to at least 25% of the Voting Rights, provided, however,   that with respect to any failure which is not curable within such 30-day   period, the Master Servicer or the Special Servicer, as the case may be,

shall have an additional cure period of thirty (30) days so long as the   Master Servicer or the Special Servicer, as the case may be, has commenced to   cure within the initial 30-day period and provided the Trustee with an   Officer’s Certificate certifying that it has diligently pursued, and is   continuing to pursue, a full cure; or
  
	
   
 	
   
 
	
   
 	
               (vi)     a   decree or order of a court or agency or supervisory authority having   jurisdiction in the premises in an involuntary case under any present or   future federal or state bankruptcy, insolvency or similar law for the   appointment of a conservator, receiver, liquidator, trustee or similar   official in any bankruptcy, insolvency, readjustment of debt, marshaling of   assets and liabilities or similar proceedings, or for the winding-up or   liquidation of its affairs, shall have been entered against the Master   Servicer or the Special Servicer and such decree or order shall have remained   in force undischarged or unstayed for a period of sixty (60) days; or
  
	
   
 	
   
 
	
   
 	
  
            (vii)     the   Master Servicer or the Special Servicer shall consent to the appointment of a   conservator, receiver, liquidator, trustee or similar official in any   bankruptcy, insolvency, readjustment of debt, marshaling of assets and   liabilities
  




- 212 -






	
   
 	
  
or similar proceedings of or relating to it or of or relating to all   or substantially all of its property; or
  
	
   
 	
   
 
	
   
 	
             (viii)     the   Master Servicer or the Special Servicer shall admit in writing its inability   to pay its debts generally as they become due, file a petition to take   advantage of any applicable bankruptcy, insolvency or reorganization statute,   make an assignment for the benefit of its creditors, voluntarily suspend   payment of its obligations, or take any corporate action in furtherance of   the foregoing; or
  
	
   
 	
   
 
	
   
 	
  
             (ix)     the   consolidated net worth of the Master Servicer and of its direct or indirect   parent, determined in accordance with generally accepted accounting   principles, shall decline to less than $15,000,000; or
  
	
   
 	
   
 
	
   
 	
  
              (x)     the   Master Servicer or the Special Servicer receives actual knowledge that   Moody’s or Fitch 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 or Fitch 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 fails to be rated at least “CMS3” by Fitch or the Special   Servicer fails to be rated at least “CSS3” by Fitch and, in each case, such   downgrade is not withdrawn in 60 days; or
  
	
   
 	
   
 
	
   
 	
  
            (xii)     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
  
	
   
 	
   
 
	
   
 	
  
           (xiii)     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


- 213 -







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 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


- 214 -







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), (xi), (xii) or (xiii) and if the terminated Master Servicer provides the Trustee with the appropriate “request for proposal” materials within the five Business Days after receipt of such termination notice, the Master Servicer shall continue to serve as Master Servicer hereunder until a successor Master Servicer is selected in accordance with this Section 7.01(c); provided, the Trustee has requested the Master Servicer to continue to serve as the Master Servicer during such period.  Upon receipt of the “request for proposal” materials, the Trustee shall promptly thereafter (using such “request for
proposal” materials provided by the terminated Master Servicer) solicit good faith bids for the rights to master service the Mortgage Loans under this Agreement from at least three (3) Persons qualified to act as Master Servicer hereunder in accordance with Sections 6.02 and 7.02 (any such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders; provided, that, at the Trustee’s request, the Master Servicer to be terminated pursuant to Section 7.01(b) shall supply the Trustee with the names of Persons from whom to solicit such bids; 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 2.0 basis points per Mortgage Loan serviced (each, a “Servicing-Retained Bid”) and (ii) on the basis of terminating each Sub-Servicing Agreement and Sub-Servicer that it is permitted to terminate in accordance with Section 3.22 (each, a “Servicing-Released Bid”).  The Trustee shall select the
Qualified Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing Released Bid) (the “Successful Bidder”) to act as successor Master Servicer hereunder.  The Trustee shall direct the Successful Bidder to enter into this Agreement as successor Master Servicer pursuant to the terms hereof (and, if the successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Master Servicer as contemplated above), no later than 45 days after termination of the Master Servicer.


                    Upon the assignment and acceptance of the master servicing rights hereunder to and by the Successful Bidder, the Trustee shall remit or cause to be remitted (i) if the successful bid was a Servicing-Retained Bid, to the Master Servicer to be terminated pursuant to Section 7.01(b) the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket” expenses incurred in connection with obtaining such bid and transferring servicing) and (ii) if the successful bid was a Servicing-Released Bid, to the Master Servicer and each terminated Sub-Servicer its respective Bid Allocation.  In connection with such remittance, the Trustee is entitled to be reimbursed by the Master Servicer for the Trustee’s “out-of-pocket” expenses incurred in


- 215 -







connection with obtaining such bid and transferring servicing as contemplated by clause (i) of this paragraph and by the definition of “Bid Allocation”.


                    If the Successful Bidder has not entered into this Agreement as successor Master Servicer within such 45-day period or no Successful Bidder was identified within such 45-day period, the Master Servicer to be terminated pursuant to Section 7.01(b) shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred by the Trustee in connection with such bid process and the Trustee shall have no further obligations under this Section 7.01(c).  The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


          Section 7.02.     Trustee to Act; Appointment of Successor.


                    On and after the time the Master Servicer or the Special Servicer resigns pursuant to Section 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall, unless a successor is appointed pursuant to Section 6.04, be the successor in all respects to the Master Servicer or the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall have all (and the former Master Servicer or the Special Servicer, as the case may be, shall cease to have any) of the responsibilities, duties and liabilities (except as provided in the next sentence) of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, without limitation, if the Master Servicer is the resigning or terminated party, the Master Servicer’s
obligation to make P&I Advances, the unmade P&I Advances that gave rise to such Event of Default; provided, that, if the Master Servicer is the resigning or terminated party, and if after the Closing Date the Trustee is prohibited by law or regulation from obligating itself to make P&I Advances (as evidenced by an Opinion of Counsel delivered to the Depositor and the Rating Agencies) the Trustee shall not be obligated to make such P&I Advances 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 acts, omissions, representations and warranties of the resigning or terminated party (other
than the Trustee) or for any losses incurred by such resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee be required to purchase any Mortgage Loan hereunder.  As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to if the resigning or terminated party had continued to act hereunder (other than fees already earned, including, without limitation, Workout Fees).  Notwithstanding the above and subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee may, if it shall be unwilling in its sole discretion to so act as either Master Servicer or Special Servicer, as the case may be, or shall, if it is unable to so act as either Master Servicer or Special Servicer, as the case may be, or shall, if the Trustee is not approved as a master servicer or a special servicer, as the case may be, by any of the Rating Agencies or if the Holders of Certificates

entitled to at least 51% of the Voting Rights so request in writing to the Trustee, promptly appoint, subject to the approval of each of the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates) or petition a court of competent jurisdiction


- 216 -







to appoint, any established mortgage loan servicing institution that meets the requirements of Section 6.02 (including, without limitation, rating agency confirmation); provided, however, that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class to designate a successor pursuant to Section 6.09.  Except with respect to an appointment provided below, no appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and liabilities under this Agreement.  Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided.  Notwithstanding the above, the Trustee

shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder (including, without limitation, the obligation to make P&I Advances), which appointment will become effective immediately.  In connection with any such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the
Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder.  Such successor and the other parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


          Section 7.03.     Notification to Certificateholders.


                    (a)           Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01, any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02 or the effectiveness of any designation of a new Special Servicer pursuant to Section 6.09, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.


                    (b)           Not later than the later of (i) 60 days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute an Event of Default and (ii) five days after a Responsible Officer of the Trustee has notice of the occurrence of such an event, the Trustee shall transmit by mail to the Depositor and all Certificateholders and the Rating Agencies notice of such occurrence, unless such default shall have been cured.


          Section 7.04.     Waiver of Events of Default.


                    The Holders representing at least 66-2/3% of the Voting Rights allocated to the Classes of Certificates affected by any Event of Default hereunder may waive such Event of Default; provided, however, that an Event of Default under clause (i), (ii), (x), (xii) 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


- 217 -







be deemed to have been remedied for every purpose hereunder.  No such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon except to the extent expressly so waived.  Notwithstanding any other provisions of this Agreement, for purposes of waiving any Event of Default pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to Voting Rights with respect to the matters described above.


          Section 7.05.     Additional Remedies of Trustee Upon Event of Default.


                    During the continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the right, in its own name and as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). No remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair
any such right or remedy or shall be deemed to be a waiver of any Event of Default.  Under no circumstances shall the rights provided to the Trustee under this Section 7.05 be construed as a duty or obligation of the Trustee.


ARTICLE VIII


CONCERNING THE TRUSTEE


          Section 8.01.     Duties of Trustee.


                    (a)           The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.  If an Event of Default occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.  Any permissive right of the Trustee contained in this Agreement shall not be construed as a duty.


                    (b)           The Trustee upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that are specifically required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II), shall examine them to determine whether they conform to the requirements of this Agreement to the extent specifically set forth herein.  If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee shall take such action as it deems appropriate to have the instrument corrected.  The Trustee shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor or the Master Servicer or the Special Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement.


- 218 -







                    (c)           No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:


	
   
 	
            (i)     Prior   to the occurrence of an Event of Default, and after the curing of all such   Events of Default which may have occurred, the duties and obligations of the   Trustee shall be determined solely by the express provisions of this   Agreement, the Trustee shall not be liable except for the performance of such   duties and obligations as are specifically set forth in this Agreement, no   implied covenants or obligations shall be read into this Agreement against   the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee   may conclusively rely, as to the truth of the statements and the correctness   of the opinions expressed therein, upon any certificates or opinions   furnished to the Trustee and conforming to the requirements of this   Agreement;
  
	
   
 	
   
 
	
   
 	
  
         (ii)     The   Trustee shall not be personally liable for an error of judgment made in good   faith by a Responsible Officer or Responsible Officers of the Trustee unless   it shall be proved that the Trustee was negligent in ascertaining the   pertinent facts if it was required to do so;
  
	
   
 	
   
 
	
   
 	
  
        (iii)     The   Trustee shall not be personally liable with respect to any action taken,   suffered or omitted to be taken by it in good faith in accordance with the   direction of Holders of Certificates entitled to at least 25% of the Voting   Rights relating to the time, method and place of conducting any proceeding   for any remedy available to the Trustee or exercising any trust or power   conferred upon the Trustee under this Agreement; and
  
	
   
 	
   
 
	
   
 	
          (iv)     The   protections, immunities and indemnities afforded to the Trustee hereunder   shall also be available to the Paying Agent, Authenticating Agent,   Certificate Registrar, REMIC Administrator and Custodian.
  




          Section 8.02.     Certain Matters Affecting Trustee.


                    Except as otherwise provided in Section 8.01 and Article X:


                    (a)           the Trustee may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;


                    (b)           the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith;


                    (c)           the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder


- 219 -







or, except as provided in Section 10.01 or 10.02, to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided, however, that nothing contained herein shall, relieve the Trustee of the obligation, upon the occurrence of an Event of Default which has not been
cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;


                    (d)           the Trustee shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


                    (e)           prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms
of this Agreement, the Trustee may require reasonable indemnity against such expense or liability as a condition to taking any such action;


                    (f)           the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys; provided, however, that the Trustee shall remain responsible for all acts and omissions of such agents or attorneys within the scope of their employment to the same extent as it is responsible for its own actions and omissions hereunder;


                    (g)           the Trustee shall not be responsible for any act or omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or the Special Servicer) or the Depositor; and


                    (h)           neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer imposed under Article V under this Agreement or under applicable law with respect to any transfer of any Certificate or any interest therein, other than to require delivery of the certification(s) and/or Opinions of Counsel described in said Article applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register and to examine the same to determine substantial compliance with the express requirements of this Agreement.  The Trustee and Certificate Registrar shall have no liability for transfers, including


- 220 -







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, the Master Servicer or the Special Servicer, as the case may be, and the Trustee does not assume any responsibility for their correctness.  Except as set forth in Section 8.15 and Section 8.16, the Trustee makes no representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature of the Trustee set forth thereon) or of any Mortgage Loan or related document.  The Trustee shall not be accountable for the use or application by the Depositor of any of the Certificates
issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust Fund, or any funds deposited in or withdrawn from the Certificate Account or any other account by or on behalf of the Depositor, the Master Servicer or the Special Servicer unless the Trustee is acting as Paying Agent.  The Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement.


          Section 8.04.     Trustee May Own Certificates.


                    The Trustee or any agent of the Trustee in its individual or any other capacity, may become the owner or pledgee of Certificates with the same rights (except as otherwise provided in the definition of “Certificateholder”) as 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


- 221 -







to be indemnified for and held harmless by the Trust Fund against any loss, liability or reasonable “out-of-pocket” expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with this Agreement, the Mortgage Loans or the Certificates or any act of the Master Servicer or the Special Servicer taken on behalf of the Trustee as provided for herein; provided, that such expense is an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii); provided, further, that neither the Trustee, nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (1) any liability specifically required to be borne thereby pursuant to the terms hereof, or (2) any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee’s obligations and duties hereunder, or by reason of its negligent disregard of such obligations and duties, or as may arise from a breach of any representation, warranty or covenant of the Trustee, as applicable, made herein.  The provisions of this Section 8.05(b) shall survive any resignation or removal of the Trustee and appointment of a successor Trustee.


          Section 8.06.     Eligibility Requirements for Trustee.


                    The Trustee hereunder shall at all times be an association or a corporation organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by a federal or state banking authority.  If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  The Trustee shall also be an entity with
a long term unsecured debt rating of at least (a) “A+” by S&P, “Aa2” by Moody’s and “AA-” by Fitch, and a short-term unsecured debt rating of at least “A-1” by S&P or (b) 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 bank, trust company, 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


- 222 -







Special Servicer, any sub-servicer, the Underwriters, the Depositor, or any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate authorized principal balance of the Mortgage Loans as of the date of the initial issuances of the Certificates or any “Affiliate” (as such term is defined in Section III of PTE 2000-58) of any such Person.


          Section 8.07.     Resignation and Removal of Trustee.


                    (a)           The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Special Servicer and to all Certificateholders at their respective addresses set forth in the Certificate Register.  Upon receiving such notice of resignation, the Master Servicer shall promptly appoint a successor trustee meeting the requirements in Section 8.06 and acceptable to the Depositor and the Rating Agencies by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee and to the successor trustee.  A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the Certificateholders by the Master Servicer.  If no successor trustee shall

have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor trustee.


                    (b)           If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Paying Agent (if different from the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances
beyond the Trustee’s reasonable control), to timely deliver any report to be delivered by the Trustee pursuant to Section 4.02 and such failure shall continue unremedied for a period of five days, or if the Trustee or Paying Agent (if different from the Trustee) fails to make distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the Depositor may remove the Trustee and appoint a successor trustee if necessary, acceptable to the Master Servicer and the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then-current rating on any Class of Certificates) by written instrument, in duplicate, which instrument shall be delivered to the Trustee so removed and to the successor trustee.  A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer and the Certificateholders by the Depositor.


                    (c)           The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a successor trustee, if necessary, by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee so removed and one complete set to the successor trustee so appointed.  A copy of such instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the successor so appointed.  In the event that the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this


- 223 -







Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including, without limitation, P&I Advances and accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal and no termination without cause shall be effective until the payment of such amounts to the Trustee).


                    (d)           Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08.


          Section 8.08.     Successor Trustee.


                    (a)           Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as trustee herein.  The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a
third-party Custodian, which Custodian shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


                    (b)           No successor trustee shall accept appointment as provided in this Section 8.08, unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the Rating Agencies have provided confirmation pursuant to such Section.


                    (c)           Upon acceptance of appointment by a successor trustee as provided in this Section 8.08, such successor trustee shall mail notice of the succession of such trustee hereunder to the Depositor and the Certificateholders.


          Section 8.09.     Merger or Consolidation of Trustee.


                    Any entity into which the Trustee may be merged or converted or with which the Trustee 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.


- 224 -







          Section 8.10.     Appointment of Co-Trustee or Separate Trustee.


                    (a)           Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable.  If the Master Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request to do so, or in case an Event of Default in respect of the Master Servicer shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.


                    (b)           In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the Trustee.


                    (c)           Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the
Trustee.  Every such instrument shall be filed with the Trustee.


                    (d)           Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co-trustee shall cease to exist, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.


- 225 -







                    (e)           The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and responsibilities hereunder.


          Section 8.11.     Appointment of Custodians.


                    The Trustee may appoint at the Trustee’s expense one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Trustee.  Each Custodian shall be a depository institution supervised and regulated by a federal or state banking authority, shall have combined capital and surplus of at least $10,000,000, shall be qualified to do business in the jurisdiction in which it holds any Mortgage File and shall not be the Depositor, any Mortgage Loan Seller or any Affiliate of the Depositor or any Mortgage Loan Seller.  Neither the Master Servicer nor the Special Servicer shall have any duty to verify that any such Custodian is qualified to act as such in accordance with the preceding sentence.  Any such appointment of a third party Custodian and the acceptance thereof shall be pursuant to a written agreement, which

written agreement shall (i) be consistent with this Agreement in all material respects and requires the Custodian to comply with this Agreement in all material respects and requires the Custodian to comply with all of the applicable conditions of this Agreement; (ii) provide that if the Trustee shall for any reason no longer act in the capacity of Trustee hereunder (including, without limitation, by reason of an Event of Default), the successor trustee or its designee may thereupon assume all of the rights and, except to the extent such obligations arose prior to the date of assumption, obligations of the Custodian under such agreement or alternatively, may terminate such agreement without cause and without payment of any penalty or termination fee; and (iii) not permit the Custodian any rights of indemnification that may be satisfied out of assets of the Trust Fund.  The appointment of one or more Custodians shall not relieve the Trustee from any of its obligations hereunder, and the Trustee
shall remain responsible and liable for all acts and omissions of any Custodian.  The initial Custodian shall be the Trustee.  Notwithstanding anything herein to the contrary, if the Trustee is no longer the Custodian, any provision or requirement herein requiring notice or any information or documentation to be provided to the Custodian shall be construed to require that such notice, information or documents also be provided to the Trustee.  Any Custodian hereunder (other than the Trustee) shall at all times maintain a fidelity bond and errors and omissions policy in amounts customary for custodians performing duties similar to those set forth in this Agreement.


          Section 8.12.     Appointment of Authenticating Agents.


                    (a)           The Trustee may at the Trustee’s expense appoint one or more Authenticating Agents, which shall be authorized to act on behalf of the Trustee in authenticating Certificates.  The Trustee shall cause any such Authenticating Agent to execute and deliver to the Trustee an instrument in which such Authenticating Agent shall agree to act in such capacity, in accordance with the obligations and responsibilities herein.  Each Authenticating Agent must be organized and doing business under the laws of the United States of America or of any State, authorized under such laws to do a trust business, have a combined capital and surplus of at least $15,000,000, and be subject to supervision or examination by federal or state authorities.  Each Authenticating Agent shall
be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Trustee hereunder.  The appointment of an Authenticating Agent shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the


- 226 -







Authenticating Agent.  Wells Fargo Bank, N.A. shall be the initial Authenticating Agent.  If Wells Fargo Bank, N.A. is removed as Trustee, then Wells Fargo Bank, N.A. shall be terminated as Authenticating Agent.  If the Authenticating Agent (other than Wells Fargo Bank, N.A.) resigns or is terminated, the Trustee shall appoint a successor Authenticating Agent which may be the Trustee or an Affiliate thereof.  In the absence of any other Person appointed in accordance herewith acting as Authenticating Agent, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof.  Notwithstanding anything herein to the contrary, if the Trustee is no longer the Authenticating Agent, any provision or requirement herein requiring notice or any information or documentation to be provided to the Authenticating Agent shall be construed to require that such notice, information or documentation also be provided to the
Trustee.


                    (b)           Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion, or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.


                    (c)           Any Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee, the Certificate Registrar, the Master Servicer, the Special Servicer and the Depositor.  The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent, the Master Servicer, the Certificate Registrar and the Depositor.  Upon receiving a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 8.12, the Trustee may appoint a successor Authenticating Agent, in which case the Trustee shall given written notice of such appointment to the
Master Servicer, the Certificate Registrar and the Depositor and shall mail notice of such appointment to all Holders of Certificates; provided, however, that no successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.12.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent.  No Authenticating Agent shall have responsibility or liability for any action taken by it as such at the direction of the Trustee.


          Section 8.13.     Access to Certain Information.


                    The Trustee shall afford to the Master Servicer, the Special Servicer, each Rating Agency and the Depositor, any Certificateholder and to the OTS, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation regarding the Mortgage Loans within its control that may be required to be provided by this Agreement or by applicable law.  Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee designated by it.  Upon request and with the consent of the Depositor and at the cost of the requesting Party, the Trustee shall provide copies of such documentation to


- 227 -







the Depositor, any Certificateholder and to the OTS, the FDIC and any other bank or insurance regulatory authority that may exercise authority over any Certificateholder.


          Section 8.14.     Appointment of REMIC Administrators.


                    (a)           The Trustee may appoint at the Trustee’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Trustee in performing the functions set forth in Sections 3.17, 10.01 and 10.02 herein.  The Trustee shall cause any such REMIC Administrator to execute and deliver to the Trustee an instrument in which such REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Trustee from any of its obligations hereunder, and the Trustee shall remain responsible and liable for all acts and omissions of the REMIC Administrator.  Each REMIC Administrator must be acceptable to the Trustee and must be organized and doing business under
the laws of the United States of America or of any State and be subject to supervision or examination by federal or state authorities.  In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the Trustee hereby agrees to act in such capacity in accordance with the terms hereof.  If Wells Fargo Bank, N.A. is removed as Trustee, then Wells Fargo Bank, N.A. shall be terminated as REMIC Administrator.


                    (b)           Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing of any paper or any further act on the part of the Trustee or the REMIC Administrator.


                    (c)           Any REMIC Administrator may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee the Certificate Registrar, the Trustee, 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.


- 228 -







          Section 8.15.     Representations, Warranties and Covenants of Trustee.


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

	
   
 	
  
          (i)     The   Trustee is a national banking association duly organized, validly existing   and in good standing under the laws of the United States.
  
	
   
 	
   
 
	
   
 	
  
         (ii)     The   execution and delivery of this Agreement by the Trustee, and the performance   and compliance with the terms of this Agreement by the Trustee, will not   violate the Trustee’s organizational documents or constitute a default (or an   event which, with notice or lapse of time, or both, would constitute a   default) under, or result in a material breach of, any material agreement or   other material instrument to which it is a party or by which it is bound.
  
	
   
 	
   
 
	
   
 	
  
        (iii)     Except   to the extent that the laws of certain jurisdictions in which any part of the   Trust Fund may be located require that a co-trustee or separate trustee be   appointed to act with respect to such property as contemplated by Section   8.10, the Trustee has the full power and authority to carry on its business   as now being conducted and to enter into and consummate all transactions   contemplated by this Agreement, has duly authorized the execution, delivery   and performance of this Agreement, and has duly executed and delivered this   Agreement.
  
	
   
 	
   
 
	
   
 	
          (iv)     This   Agreement, assuming due authorization, execution and delivery by the other   parties hereto, constitutes a valid, legal and binding obligation of the   Trustee, enforceable against the Trustee in accordance with the terms hereof   (including with respect to any advancing obligations hereunder), subject to   (A) applicable bankruptcy, insolvency, reorganization, moratorium and other   laws affecting the enforcement of creditors’ rights generally and the rights   of creditors of banks, and (B) general principles of equity, regardless of   whether such enforcement is considered in a proceeding in equity or at law.
  
	
   
 	
   
 
	
   
 	
  
         (v)     The   Trustee is not in violation of, and its execution and delivery of this   Agreement and its performance and compliance with the terms of this Agreement   will not constitute a violation of, any law, any order or decree of any court   or arbiter, or any order, regulation or demand of any federal, state or local   governmental or regulatory authority, which violation, in the Trustee’s good   faith and reasonable judgment, is likely to affect materially and adversely   the ability of the Trustee to perform its obligations under this Agreement.
  
	
   
 	
   
 
	
   
 	
  
        (vi)     No   litigation is pending or, to the best of the Trustee’s knowledge, threatened   against the Trustee that, if determined adversely to the Trustee, would   prohibit the Trustee from entering into this Agreement or, in the Trustee’s   good faith and reasonable judgment, is likely to materially and adversely   affect the ability of the Trustee to perform its obligations under this   Agreement.
  



- 229 -






	
   
 	
  
       (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 the 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 a 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, a rating of at least “A” (or its equivalent) by Moody’s or a rating of at least “A” by Fitch, or such lower rating as will not result in qualification, downgrading or withdrawal of the ratings then assigned to the Certificates, as evidenced in writing by the Rating Agencies.  Any such appointment of a third party Paying Agent and the acceptance thereof shall be pursuant to a written agreement, which written agreement shall (i) be consistent with this Agreement in all material respects and requires the Paying Agent to comply with this Agreement in all material respects and requires the Paying Agent to comply with all of the applicable conditions of this Agreement; (ii) provide that if the Trustee shall for any reason no longer act in the
capacity of Trustee hereunder (including, without limitation, by reason of an Event of Default), the successor trustee or its designee may (A) thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Paying Agent under such agreement or (B) terminate such agreement without cause and without payment of any penalty or termination fee; and (iii) not permit the Paying Agent any rights or 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.


- 230 -







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


                    (a)           The Trustee the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund’s satisfying the reporting requirements under the Exchange Act.  The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Trustee shall sign and file (via EDGAR) such Forms on behalf of the Depositor, until directed in writing by the Depositor to discontinue such filings.  The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor.  Such power of attorney shall continue until the earlier of either
(i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund.  Notwithstanding the foregoing, in the event that the Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form.


                    (b)           A Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto.  Prior to March 30th of each year beginning in 2006 (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations.  Such Form 10-K shall include as exhibits the Master Servicer’s and the Special Servicer’s annual statement of compliance described under Section 3.13 and the accountant’s report described under Section 3.14, in each case to the extent they have been timely delivered to the
Trustee.  If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee.  The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith.  The Form 10-K shall also include a certification in the form attached hereto as Exhibit 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.


- 231 -







                    In the event the Commission determines that the Certification may be executed by multiple Persons, and with respect to the Trustee’s obligation in the preceding paragraph to sign the Certification in respect of item 3, the Trustee’s obligation to sign such Certification shall be conditioned upon the Trustee and the Depositor entering into an agreement with respect to the payment of a reasonable additional fee for the reasonable costs and expenses necessary for the Trustee to sign such Certification; provided, that in no event shall such fee exceed $15,000 annually.  In the event that such agreement is not reached, the Depositor may continue to sign the portion of the Certification which the Trustee does not sign.


                    Although it is the parties’ intent that compliance by the parties with provisions of this Section 8.17 will constitute compliance with the review and certifications required by Section 302(a) of the Sarbanes-Oxley Act (the “Section 302 Requirements”) or other applicable law, or the interpretation thereof by the Commission’s staff (including the issuance of additional guidance by such staff), if it is determined that additional or modified procedures are required, or, similarly, to the extent that certain certifications or procedures are not required, the parties hereto agree to negotiate in good faith to modify the provisions of this Section 8.17 to comply with such change or additional guidance.  Notwithstanding any other provision herein, no consent of any Certificateholder shall be required to make any such
modification or amendment to this Section 8.17 to make such changes as are described above.  In addition, in no event shall the provisions set forth in this Section 8.17(b) limit the ability of, or impose an obligation on, the Trustee or the Master Servicer to conduct additional investigations determined by it to be necessary or appropriate (in accordance with the written advice of counsel) to comply with the Section 302 Requirements.


                    (c)           In the event the Certification is to be signed by an officer of the Depositor, the Trustee shall sign a certification (in the form attached hereto as Exhibit 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 R) for the benefit of the Depositor and its officers, directors and Affiliates, and the Special Servicer shall sign a certification (in the form attached hereto as Exhibit S) 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 Q 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, with respect to each Pari Passu Companion Loan, on or before March 15th of each year with respect to which a Form 10-K is filed by the trustee for the commercial mortgage securitization through which such Pari Passu Companion Loan has been securitized, the Master Servicer and the Special Servicer shall provide to the Person who signs the Sarbanes Oxley certification with respect to such commercial mortgage securitization a certification substantially in the form attached hereto as Exhibit R-1 and Exhibit R-2, respectively (which shall address the matters contained in such form, but solely with
respect to such Pari Passu Companion Loan) on which such Person and such Person’s partner, representative, Affiliate, member, manager, director, officer, employee or agent can rely.  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,


- 232 -







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, 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 or the Special Servicer in such proportion as is appropriate to reflect the relative fault of the Depositor or the Special Servicer on the one hand and the Trustee on the other in connection with a breach of the Trustee’s obligations under this Section 8.17 or the Trustee’s negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the

Master Servicer’s obligations under this Section 8.17 or the Master Servicer’s negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer as a result of the losses, claims, damages or liabilities of the Depositor or the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer’s obligations under this Section 8.17 or the Special Servicer’s negligence, bad faith or willful misconduct in connection therewith.


                    (d)           If the Trustee reasonably determines that it is required to file any Servicer Report or any other servicing information with the Commission to comply with the Sarbanes-Oxley Act, the Trustee may do so; provided, that it has either (i) provided the Depositor with written advice from a national reputable counsel with an active commercial mortgage-backed securities practice reasonably acceptable to the Depositor at least 10 Business Days prior to the first occasion of such filing stating that the filing of any such Servicer Reports in the filings described in Section 8.17(a) is required to comply with the Section 302 Requirements, or (ii) received the prior written consent not to be unreasonably withheld of the Depositor to such filing.


                    (e)           Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer, each Rating Agency and Special Servicer a copy of any such executed report, statement or information.


                    (f)           In performing its obligations under this Agreement, including but not limited this Section 8.17, none of the Trustee’s or the Master Servicer, on behalf of the Trust Fund, the Depositor or otherwise, shall be responsible or liable for compliance with any


- 233 -







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 Trustee on behalf of the Trustee to provide for and make payments to Certificateholders as hereafter set forth) shall terminate upon payment (or provision for payment) (i) to the Certificateholders of all amounts held by or on behalf of the Trustee and required hereunder to be so paid on the Distribution Date following the earlier to occur of (A) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder of all Mortgage Loans and each REO Property remaining in REMIC I at a price equal to (1) the aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus (2)
the appraised value of each such REO Property, if any, included in REMIC I, such appraisal to be conducted by an Independent Appraiser selected by the Master Servicer and approved by the Trustee, provided, that with respect to each Pari Passu Mortgage Loan, if the related Mortgaged Property is an REO Property, the purchase price shall only include the pro rata portion of such appraised value with respect to such Pari Passu Mortgage Loan, based on the outstanding principal balances of such Pari Passu Mortgage Loan and the related Pari Passu Companion Loan, minus (3) if the purchaser is the Master Servicer, the aggregate amount of unreimbursed Advances made by the Master Servicer, together with any interest accrued and payable to the Master Servicer in respect of unreimbursed Advances in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Master Servicing Fees remaining outstanding (which items shall be deemed to have been paid or reimbursed to the Master
Servicer in connection with such purchase), and (B) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I, and (ii) to the Trustee, the Master Servicer, the Special Servicer and the officers, directors, employees and agents of each of them of all amounts which may have become due and owing to any of them hereunder; provided, however, that in no event shall the Trust Fund created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants


- 234 -







of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof.


                    The obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Co-Lender Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or for the benefit of the Trust Fund or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


                    The Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder may at its option elect to purchase all of the Mortgage Loans and each REO Property remaining in REMIC I as contemplated by clause (i) of the preceding paragraph by giving written notice to the other parties hereto no later than 60 days prior to the anticipated date of purchase; provided, however, that (i) the aggregate Stated Principal Balance of the Mortgage Pool at the time of such election is less than 1.0% of the aggregate Cut-Off Date Balances of the Mortgage Loans, and (ii) the Master Servicer shall not have the right to effect such a purchase if, within 30 days following the Master Servicer’s delivery of a notice of election pursuant to this paragraph, the Special Servicer or the Majority Subordinate Certificateholder shall give
notice of its election to purchase all of the Mortgage Loans and each REO Property remaining in REMIC I and shall thereafter effect such purchase in accordance with the terms hereof.  The Master Servicer or the Majority Subordinate Certificateholder shall not have the right to effect such a purchase if, within 30 days following the Special Servicer’s delivery of a notice of election pursuant to this paragraph, the Special Servicer shall give notice of its election to purchase all of the Mortgage Loans and each REO Property remaining in REMIC I and shall thereafter effect such purchase in accordance with the terms hereof.  If the Trust Fund is to be terminated in connection with the Master Servicer’s, the Special Servicer’s or the Majority Subordinate Certificateholder’s purchase of all of the Mortgage Loans and each REO Property remaining in REMIC I, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder, as applicable, shall deliver to
the Paying Agent for deposit in the Distribution Account 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 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.


- 235 -







                    Notice of any termination shall be given promptly by the Trustee by letter to Certificateholders mailed (a) if such notice is given in connection with the Master Servicer’s, the Special Servicer’s or the Majority Subordinate Certificateholder’s purchase of the Mortgage Loans and each REO Property remaining in REMIC I, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which the Trust Fund will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is

not applicable, payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein designated.  The Trustee shall give such notice to the Master Servicer, the Special Servicer and the Depositor at the time such notice is given to Certificateholders.


                    Upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution Date, the Paying Agent shall distribute to each Certificateholder so presenting and surrendering its Certificates such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the Distribution Account 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 REMIC I Regular Interests and distributed to the Class R-I
Certificates in accordance with Section 4.01(b), Section 4.01(m) and Section 4.01(n) and (ii) 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 Certificates, the Paying Agent shall distribute to the Class Z Certificateholders any amount then on deposit in the Additional Interest Account that was paid on a Mortgage Loan.


                    Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such reasonable steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate, and shall deal with all such unclaimed amounts in accordance with applicable law.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any former Holder on any amount held in trust hereunder.


- 236 -







                    After the Registered Certificates and the Class A-1A Certificates have been paid in full and the remaining outstanding Certificates (other than the Class Z Certificates, Class R-I Certificates and Class R-II Certificates) are held by a single Certificateholder, such Certificateholder shall have the right to exchange all of the Certificates held thereby for all of the Mortgage Loans and each REO Property remaining in the Trust Fund by giving written notice to all the parties hereto no later than 30 days prior to the anticipated date of exchange.  In the event that such Certificateholder shall elect to exchange all of the Certificates held thereby for all of the Mortgage Loans and each REO Property remaining in REMIC I in accordance with the preceding sentence, such Certificateholder, not later than the date on which the final distribution on
the Certificates is to occur, shall deposit in the Certificate Account an amount in immediately available funds equal to all amounts then due and owing to the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar and/or the REMIC Administrator hereunder.  Upon confirmation that such final deposits have been made and following the surrender of all the Certificates held by such Certificateholder on the final Distribution Date, the Custodian, on behalf of the Trustee, shall release or cause to be released to such Certificateholder the Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments furnished to it by such Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund.  Thereafter, the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the REMIC Administrator (other than annual tax returns and maintenance of books and records and the preparation and filing of final tax returns) and the Paying Agent shall terminate.  Such transfers shall be subject to any rights of any Sub-Servicers to primary service (or to perform select servicing functions with respect to) the Mortgage Loans.  For federal income tax purposes, the Certificateholder shall be deemed to have purchased the assets of REMIC I for an amount equal to the unpaid principal balance, plus accrued unpaid interest, of the Mortgage Loan(s) (other than the defaulted Mortgage Loan(s) or REO Property) in such REMICs and the fair market value of any defaulted Mortgage Loans or REO Property, without duplication of amounts deposited pursuant to the fourth preceding sentence of this paragraph, and such amounts shall be deemed to have been paid or distributed in accordance with Section 4.01(a) and Section 4.01(b).


                    In the case of any Loan Pair, references in this Section 9.01 and Section 9.02 to “REO Property” shall include only the Trust’s proportionate interest in such REO Property and not the interest of the Companion Holder(s) therein.


          Section 9.02.     Additional Termination Requirements.


                    (a)           If the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholders purchase all of the Mortgage Loans and each REO Property remaining in REMIC I as provided in Section 9.01, the Trust Fund (and, accordingly, either of REMIC I or REMIC II) shall be terminated in accordance with the following additional requirements, unless the Person effecting the purchase obtains at its own expense and delivers to the Trustee and, in the case of the Depositor, to the Trustee and the Master Servicer, an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the failure of the Trust Fund to comply with the requirements of this Section 9.02 will not result in the imposition of taxes on “prohibited transactions” of either of REMIC
I or REMIC II as defined in Section 860F of the


- 237 -







Code or cause either of REMIC I or REMIC II to fail to qualify as a REMIC at any time that any Certificates are outstanding:

	
   
 	
  
          (i)     the   Trustee shall specify the first day in the 90-day liquidation period in a   statement attached to the final Tax Return for REMIC I and REMIC II pursuant   to Treasury Regulations Section 1.860F-1;
  
	
   
 	
   
 
	
   
 	
           (ii)     during   such 90-day liquidation period and at or prior to the time of making of the   final payment on the Certificates, the Trustee shall sell all of the assets   of REMIC I to the Master Servicer, the Special Servicer or the Majority   Subordinate Certificateholders, as applicable, for cash; and
  
	
   
 	
   
 
	
   
 	
  
        (iii)     at   the time of the making of the final payment on the Certificates, the Trustee   shall distribute or credit, or cause to be distributed or credited, to the   Certificateholders in accordance with Section 9.01 all cash on hand (other   than cash retained to meet claims), and REMIC I and REMIC II shall terminate   at that time.
  




                    (b)       By their acceptance of Certificates, the Holders thereof hereby authorize the Trustee to specify the 90-day liquidation period for REMIC I and REMIC II, which authorization shall be binding upon all successor Certificateholders.


ARTICLE X


ADDITIONAL TAX PROVISIONS


          Section 10.01.  REMIC Administration.


                    (a)           The REMIC Administrator shall elect to treat REMIC I and REMIC II as a REMIC under the Code and, if necessary, under applicable state law.  Each such election will be made on Form 1066 or other appropriate federal or state Tax Returns for the taxable year ending December 31, 2005, in the case of each of REMIC I and REMIC II.


                    (b)           The REMIC I Regular Interests and the Regular Certificates (other than with respect to the right of the Class Z Certificates to receive Additional Interest) are hereby designated as “regular interests” (within the meaning of Section 860G(a)(1) of the Code) in REMIC I and REMIC II, respectively.  The Class R-I Certificates are hereby designated as the single class of “residual interests” (within the meaning of Section 860G(a)(2) of the Code) in REMIC I, and the Class R-II Certificates are hereby designated as the single class of “residual interests” (within the meaning of Section 860G(a)(2) of the Code) in REMIC II.  None of the Master Servicer, the Special Servicer or the Trustee shall (to the extent within its control) permit the
creation of any other “interests” in either of REMIC I or REMIC II (within the meaning of Treasury regulation Section 1.860D 1(b)(1)).


                    (c)           The Closing Date is hereby designated as the “startup day” of each of REMIC I and REMIC II within the meaning of Section 860G(a)(9) of the Code.  The “latest possible maturity date” of REMIC I Regular Interests and the Regular Certificates for purposes of the REMIC Provisions shall be the Rated Final Distribution Date.


- 238 -







                    (d)           The related Plurality Residual Certificateholder as to the applicable taxable year is hereby designated as the Tax Matters Person of each of REMIC I and REMIC II, and shall act on behalf of the related REMIC in relation to any tax matter or controversy and shall represent the related REMIC in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority; provided, that the REMIC Administrator is hereby irrevocably appointed to act and shall act as agent and attorney-in-fact for the Tax Matters Person for REMIC I and REMIC II in the performance of its duties as such.


                    (e)           Except as otherwise provided in Section 3.17(a) and subsections (h) and (i) below, the REMIC Administrator shall pay out of its own funds any and all routine tax administration expenses of the Trust Fund incurred with respect to either of REMIC I and REMIC II (but not including any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the Trust Fund that involve the Internal Revenue Service or state tax authorities, which extraordinary expenses shall be payable or reimbursable to the Trustee from the Trust Fund unless otherwise provided in Section 10.01(g) or 10.01(h)).


                    (f)           Within 30 days after the Closing Date, the REMIC Administrator shall obtain taxpayer identification numbers for REMIC I and REMIC II by preparing and filing Internal Revenue Service Forms SS-4 and shall prepare and file (if not previously prepared and filed) with the Internal Revenue Service Form 8811, “Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations” for the Trust Fund.  In addition, the REMIC Administrator shall prepare, cause the Trustee to sign and file all of the other Tax Returns in respect of each of REMIC I and REMIC II.  The expenses of preparing and filing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor.  The other parties
hereto shall provide on a timely basis to the REMIC Administrator or its designee such information with respect to REMIC I and REMIC II as is in its possession and reasonably requested by the REMIC Administrator to enable it to perform its obligations under this Article.  Without limiting the generality of the foregoing, the Depositor, within ten days following the REMIC Administrator’s request therefor, shall provide in writing to the REMIC Administrator such information as is reasonably requested by the REMIC Administrator for tax purposes, as to the valuations and issue prices of the Certificates, and the REMIC Administrator’s duty to perform its reporting and other tax compliance obligations under this Article X shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the REMIC Administrator to perform such obligations.


                    (g)           The REMIC Administrator shall perform on behalf of each of REMIC I and REMIC II all reporting and other tax compliance duties that are the responsibility of each such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or, with respect to State and Local Taxes, any state or local taxing authority.  Included among such duties, the REMIC Administrator shall provide to:  (i) any Transferor of a Residual Certificate or agent of a Non-Permitted Transferee, such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee; (ii) the Certificateholders, such information or reports as are required by the Code or the REMIC

Provisions, including, without limitation, reports relating to interest, original issue discount and market discount or premium (using the


- 239 -







Prepayment Assumption as required hereunder); and (iii) the Internal Revenue Service, the name, title, address and telephone number of the Person who will serve as the representative of each of REMIC I and REMIC II.


                    (h)           The REMIC Administrator shall perform its duties hereunder so as to maintain the status of each of REMIC I and REMIC II as a REMIC under the REMIC Provisions (and the Trustee, the Master Servicer and the Special Servicer shall assist the REMIC Administrator to the extent reasonably requested by the REMIC Administrator and to the extent of information within the Trustee’s, the Master Servicer’s or the Special Servicer’s possession or control).  None of the REMIC Administrator, Master Servicer, the Special Servicer, or the Trustee shall knowingly take (or cause either of 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 of 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 of 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 of REMIC I or REMIC II, or causing either of 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 of 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 (to the extent it is within its control) shall take all necessary actions within the scope of its responsibilities as more specifically set forth in this Agreement such that it does not cause substantially all of the assets of each of REMIC I and REMIC II to fail to 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 of REMIC I or REMIC II, including, without limitation, “prohibited transactions” taxes as defined in Section 860F(a)(2) of the Code,


- 240 -







any tax on “net income from foreclosure property” as defined in Section 860G(c) of the Code, any taxes on contributions to either of REMIC I or REMIC II after the Startup Day pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code or any applicable provisions of State or Local Tax laws (other than any tax permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)), such tax, together with all incidental costs and expenses (including, without limitation, penalties and reasonable attorneys’ fees), shall be charged to and paid by:  (i) the REMIC Administrator, if such tax arises out of or results from a breach by the REMIC Administrator of any of its obligations under this Article X, provided, that no liability shall be imposed upon the REMIC Administrator under this Clause if another party has responsibility for payment of such tax under clauses (iii) or (v) of this Section; (ii) the Special
Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Article X; (iii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Article X; (iv) the Trustee if such tax arises out of or results from a breach by the Trustee of any of its respective obligations under Article IV, Article VIII or this Article X; (v) the applicable Mortgage Loan Seller, if such tax was imposed due to the fact that any of the Mortgage Loans did not, at the time of their transfer to REMIC I, as applicable, constitute a “qualified mortgage” as defined in Section 860G(a)(3) of the Code; or (vi) the Trust Fund, excluding the portion thereof constituting the Grantor Trust, in all other instances.  Any tax permitted to be incurred by the Special Servicer pursuant to Section 3.17(a) shall be charged to and paid by the Trust Fund.  Any such
amounts payable by the Trust Fund shall be paid by the Paying Agent upon the written direction of the REMIC Administrator out of amounts on deposit in (i) the Distribution Account in reduction of the Available Distribution Amount pursuant to Section 3.05(b).


                    (j)           The REMIC Administrator shall, for federal income tax purposes, maintain books and records with respect to REMIC I and REMIC II on a calendar year and on an accrual basis.


                    (k)           Following the Startup Day, none of the Trustee, the Master Servicer or the Special Servicer shall accept any contributions of assets to either of 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 of REMIC I or REMIC II, (C) the termination of either of 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 Servicing Accounts, the Interest Reserve Accounts, the
Certificate Account, the Distribution Account, the Companion Distribution Account, the Gain-on-Sale Reserve Account or the REO Account for gain; or (iii) the acquisition of any assets on behalf of either of 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 Servicing Accounts, the Interest Reserve Accounts, the Certificate Account, the Distribution Account, the Companion Distribution Account, the Gain-on-Sale Reserve


- 241 -







Account or the REO Account); in any event unless it has received an Opinion of Counsel (at the expense of the party seeking to cause such sale, disposition, or acquisition but in no event at the expense of the Trust Fund or the Trustee) to the effect that such sale, disposition, or acquisition will not cause:  (x) either of 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 of 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 of REMIC I or REMIC II will receive a fee or other compensation for services nor permit either of 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 either of REMIC I or REMIC II, as permitted by Treasury Regulations Section 1.860G-2(i)(1).  The Class Z Certificates are hereby designated as representing an undivided, beneficial interest in Additional Interest payable on the Mortgage Loans.


                    (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


- 242 -







in writing to the REMIC Administrator such information as is reasonably requested by the REMIC Administrator for tax purposes, and the REMIC Administrator’s duty to perform its reporting and other tax compliance obligations under this Section 10.02 shall be subject to the condition that it receives from the Depositor such information possessed by the Depositor that is necessary to permit the REMIC Administrator to perform such obligations.


                    (d)           The REMIC Administrator shall furnish or cause to be furnished to the Class Z 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 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’


- 243 -







fees), shall be charged to and paid by: (i) the REMIC Administrator, if such tax arises out of or results from a breach by the REMIC Administrator of any of its obligations under this Section 10.02; (ii) the Special Servicer, if such tax arises out of or results from a breach by the Special Servicer of any of its obligations under Article III or this Section 10.02; (iii) the Master Servicer, if such tax arises out of or results from a breach by the Master Servicer of any of its obligations under Article III or this Section 10.02; (iv) the Trustee, if such tax arises out of or results from a breach by the Trustee, of any of its obligations under Article IV, Article VIII or this Section 10.02; or (v) the portion of the Trust Fund constituting the Grantor Trust in all other instances.


ARTICLE XI


MISCELLANEOUS PROVISIONS


          Section 11.01.   Amendment.


                    (a)           This Agreement may be amended from time to time by the mutual agreement of the Depositor, the Master Servicer, the Special Servicer and the Trustee, without the consent of any of the Certificateholders or Companion Holders, (i) to cure any ambiguity, (ii) to correct, modify or supplement any provision herein which may be inconsistent with any other provision herein, (iii) to add any other provisions with respect to matters or questions arising hereunder which shall not be inconsistent with the provisions hereof, (iv) to relax or eliminate any requirement hereunder imposed by the REMIC Provisions if the REMIC Provisions are amended or clarified such that any such requirement may be relaxed or eliminated, or (v) if such amendment, as evidenced by an Opinion of Counsel (at the
expense of the Trust Fund, in the case of any amendment requested by the Master Servicer or Special Servicer that protects or is in furtherance of the interests of the Certificateholders, and otherwise at the expense of the party seeking such amendment) delivered to the Master Servicer, the Special Servicer and the Trustee, is advisable or reasonably necessary to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax laws or any such proposed action which, if made effective, would apply retroactively to 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 or to comply with any
requirements imposed by the Commission with respect to any adopted temporary or final regulation or other written official announcement or interpretation relating to the securities laws which, would apply retroactively to the Depositor, any Underwriter or the Trust Fund, provided, that such action (except any amendment described in clause (v) above) shall not, as evidenced by an Opinion of Counsel (at the expense of the Trust Fund, in the case of any amendment requested by the Master Servicer or Special Servicer that protects or is in furtherance of the interests of the Certificateholders, and otherwise at the expense of the party seeking such amendment) obtained by or delivered to the Master Servicer, the Special Servicer and the Trustee, adversely affect in any material respect the interests of any Certificateholder; provided, further, that the Master Servicer, the Special Servicer and the Trustee shall have first obtained from each Rating Agency written confirmation that such
amendment will not result in the qualification, downgrade or withdrawal of the rating on any Class of Certificates.


- 244 -







                    (b)           This Agreement may also be amended from time to time by the agreement of the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received or advanced on Mortgage Loans that are required to be distributed on any Certificate without the consent of the Holder of such Certificate, or which are required to be
distributed to a Companion Holder, without the consent of such Companion Holder, (ii) as evidenced by an Opinion of Counsel obtained by or delivered to the Master Servicer, the Special Servicer and the Trustee, adversely affect in any material respect the interests of the Holders of any Class of Certificates or the interests of a Companion Holder in a manner other than as described in (i) without the consent of the Holders of all Certificates of such Class or the consent of such Companion Holders, 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 of REMIC I or REMIC II pursuant to the REMIC Provisions or on the Grantor Trust or cause either
of 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


- 245 -







consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.


                    (f)           Each of the Master Servicer, the Special Servicer and the Trustee may but shall not be obligated to enter into any amendment pursuant to this Section that affects its rights, duties and immunities under this Agreement or otherwise.


                    (g)           The cost of any Opinion of Counsel to be delivered pursuant to Section 11.01(a), (b) or (c) shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Special Servicer or the Trustee requests any amendment of this Agreement that protects or is in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 11.01(a) or (c) shall be payable out of the Certificate Account or the Distribution Account 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.


- 246 -







                    (c)           No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement or any Mortgage Loan, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such Holder previously shall have given to the Trustee a written notice of default hereunder, and of the continuance thereof, as hereinbefore provided, and unless also (except in the case of a default by the Trustee) the Holders of Certificates entitled to at least 25% of the Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such

reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding.  It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders.  For the protection and enforcement of
the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


          Section 11.04.   Governing Law.


                    This Agreement and the Certificates shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.


          Section 11.05.   Notices.


                    Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given when delivered to:  (i) in the case of the Depositor, Wachovia Commercial Mortgage Securities, Inc., 301 South College Street, Charlotte, North Carolina 28288, Attention: William J. Cohane, Managing Director, facsimile number: (704) 383-7639; (ii) in the case of the Master Servicer, Wachovia Bank, National Association, NC 1075, 8739 Research Drive URP4, Charlotte, North Carolina 28262-1075, Attention: Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17, facsimile number: (704) 715-0036; (iii) in the case of the Special Servicer, Allied Capital Corporation, 1919 Pennsylvania Avenue, 3rd Floor, Washington, D.C. 20006,
Attention:  Jordan Paul, facsimile number: (202) 466-1834; (iv) in the case of the Trustee, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS) Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17, facsimile number: (410) 715-2381; (v) in the case of  the Underwriters, to Wachovia Capital Markets, LLC, 301 South College Street, Charlotte, North Carolina 28288-0630, Attention: Mr. William J. Cohane, facsimile number: (704) 383-7639; to Countrywide Securities


- 247 -







Corporation, 4500 Park Granada - MS CH-143, Calabasas, California 91302, Attention: Mr. Ruben Avilez, to Citigroup Global Markets Inc., 388 Greenwich Street, 11th Floor, New York, New York 10013, Attention: Ms. Angela Vleck, to ABN AMRO Incorporated, 55 East 52nd Street, New York, New York 10055, Attention: Mr. Andy Chen, to Credit Suisse First Boston LLC, 11 Madison  Avenue, New York, New York 10010, Attention: Mr. Jeffrey Altabef and to Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: Ms, Ilana Wolfe, facsimile number: (212) 346-3594; (vi) in the case of the initial Controlling Class Representative, Allied Capital Corporation, 1919 Pennsylvania Avenue, 3rd Floor, Washington, D.C. 20006 Attention:  John Scheurer, facsimile number (202) 466-1834; (vii) in the case of the Rating Agencies, (A) to Moody’s Investors Services, Inc., 99 Church Street, New York, New York 10007, Attention: Commercial Mortgage Surveillance,
(B) to S&P Ratings Services, 55 Water Street, New York, New York 10041-0003, Attention: CMBS Surveillance Group, facsimile number: (212) 438-2662, and (C) to Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention: Commercial Mortgage Surveillance, facsimile number: (212) 635-0295; and (viii) in the case of any Companion Holder, the address(es) for notice to such Companion Holder as set forth in the related Intercreditor Agreement or as to each such Person such other address as may hereafter be furnished by such Person to the parties hereto in writing.  Any communication required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as shown in the Certificate Register.


          Section 11.06.   Severability of Provisions.


                    If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


          Section 11.07.   Grant of a Security Interest.


                    The Depositor intends that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan.  If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement.  The Depositor also intends and agrees that, in such event, the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in and to the assets constituting the Trust Fund.


          Section 11.08.   Streit Act.


                    Any provisions required to be contained in this Agreement by Section 126 of Article 4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred or imposed by this Agreement; provided, however, that to the extent that such Section 126 shall not have any effect, and if said Section 126 should at any time be repealed or cease to apply to this Agreement or be construed by


- 248 -







judicial decision to be inapplicable, said Section 126 shall cease to have any further effect upon the provisions of this Agreement.  In case of a conflict between the provisions of this Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article 4-A shall prevail, provided, that if said Article 4-A shall not apply to this Agreement, should at any time be repealed or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further effect upon the provisions of this Agreement.


          Section 11.09.   Successors and Assigns; Beneficiaries.


                    The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders. This Agreement may not be amended in any manner that would adversely affect the rights of any third party beneficiary hereof without its consent.  No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement; provided, that the Companion Holders are intended third party beneficiaries hereunder.


          Section 11.10.   Article and Section Headings.


                    The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.


          Section 11.11.   Notices to Rating Agencies.


                    (a)           The Trustee shall promptly provide notice to each Rating Agency and the Controlling Class Representative 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   merger, consolidation, resignation or termination of the Trustee, the Master   Servicer or the Special Servicer;
  
	
   
 	
   
 
	
   
 	
  
             (iv)     the   repurchase of Mortgage Loans by any of the Mortgage Loan Sellers pursuant to   the applicable Mortgage Loan Purchase Agreement;
  
	
   
 	
   
 
	
   
 	
  
              (v)     any   change in the location of the Servicing Accounts, the Interest Reserve   Accounts, the Certificate Account, the Gain-on-Sale Reserve Account, the   Companion Distribution Account or 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.
  




- 249 -







                    (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;
  
	
   
 	
   
 
	
   
 	
  
         (ii)     each   of its annual independent public accountants’ servicing reports described in   Section 3.14;
  
	
   
 	
   
 
	
   
 	
  
        (iii)     any   Officer’s Certificate delivered to the Trustee pursuant to Section 4.03(c) or   3.08; 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.


-250 -







                    IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day and year first above written.


	
   
 	
  WACHOVIA COMMERCIAL   MORTGAGE SECURITIES,   INC.,
  
	
   
 	
  
Depositor
  
	
   
 	
   
 	
   
 
	
   
 	
  
By:
  	
  
/s/ WILLIAM J. COHANE
  
	
   
 	
   
 	
  


  
	
   
 	
  
Name:
  	
  
William J. Cohane
  
	
   
 	
  
Title:
  	
  
Managing Director
  













                    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 BANK,   NATIONAL ASSOCIATION, Master Servicer
  
	
   
 	
   
 	
   
 
	
   
 	
  
By:
  	
  
/s/ PAULA R. A. DAVIS
  
	
   
 	
   
 	
  


  
	
   
 	
  
Name:
  	
  
Paula R. A. Davis
  
	
   
 	
  
Title:
  	
  
Vice President
  








                    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.

	
   
 	
  
ALLIED CAPITAL   CORPORATION,
  
	
   
 	
  
Special Servicer
  
	
   
 	
   
 	
   
 
	
   
 	
  
By:
  	
  
/s/ DOUGLAS L. COOPER
  
	
   
 	
   
 	
  


  
	
   
 	
  
Name:
  	
  
Douglas L. Cooper
  
	
   
 	
  Title:
  	
  
Managing Director
  









                    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.

	
   
 	
  
WELLS FARGO   BANK, N.A., Trustee
  
	
   
 	
   
 	
   
 
	
   
 	
  
By:
  	
  
/s/ DEBORAH DANIELS
  
	
   
 	
   
 	
  


  
	
   
 	
  
Name:
  	
  
Deborah Daniels
  
	
   
 	
  Title:
  	
  Vice President
  









EXHIBIT A-1


FORM OF CLASS A-1 CERTIFICATE


CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:  4.430% per annum
  	
  
Class   Principal Balance of the Class A-1 Certificates as of the Closing Date:   $129,081,000
  
	
  
 
  	
  
 
  
	
  
Date of Pooling   and Servicing Agreement: as of March 1, 2005
  	
  
Initial   Certificate Principal Balance of this Class A-1 Certificate as of the Closing   Date: $129,081,000
  
	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
   
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No.  A-1-1
  	
  
CUSIP   No.  929766 B77
  




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








THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-J, 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, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-1 Certificate (obtained by dividing the principal amount of this Class A-1 Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-1 Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called

the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


A-1-2








                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class A-1 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-1 Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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 



A-1-3









any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.


                    The
Class A-1 Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement.  As provided
in the Agreement and subject to certain limitations therein set forth, Class A-1
Certificates are exchangeable for new Class A-1 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-1 Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No service charge will be imposed for any registration of transfer or exchange of Class A-1 Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-1 Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The
exercise of such right will effect early retirement of the Class A-1
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool 


A-1-4







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.

                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-1-5








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-1-6








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-1-7








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








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








EXHIBIT A-2


FORM OF CLASS A-2 CERTIFICATE


CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:  4.782% per annum
  	
  
Class   Principal Balance of the Class A-2 Certificates as of the Closing Date:   $288,753,000
  
	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Initial   Certificate Principal Balance of this Class A-2 Certificate as of the Closing   Date: $288,753,000
  
	
   
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No. A-2-1
  	
  
CUSIP   No.  929766 B85
  



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








THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-J, 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, THE CLASS A-1 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-2 Certificate (obtained by dividing the principal amount of this Class A-2 Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-2 Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein
called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


A-2-2








                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class A-2 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-2 Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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 



A-2-3







any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.

                    The Class A-2 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-2 Certificates are exchangeable for new Class A-2 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.

                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-2 Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No service charge will be imposed for any registration of transfer or exchange of Class A-2 Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-2 Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.


                    The
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier to occur of (i) the final
payment (or any advance with respect thereto) or other liquidation of the last
Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase
by the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder at a price determined as provided in the Agreement of all
Mortgage Loans and each REO Property remaining in the Trust Fund.  The
Agreement permits, but does not require, the Master Servicer, the Special
Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The
exercise of such right will effect early retirement of the Class A-2
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool 


A-2-4








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.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-2-5








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


Dated: March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-2-6








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-2-7








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








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








EXHIBIT A-3


FORM OF CLASS A-3 CERTIFICATE


CLASS A-3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:  5.003% per annum
  	
  
Class   Principal Balance of the Class A-3 Certificates as of the Closing Date:   $82,046,000
  
	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Initial   Certificate Principal Balance of this Class A-3 Certificate as of the Closing   Date: $82,046,000
  
	
   
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No.  A-3-1
  	
  
CUSIP   No.  929766 B93
  



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








THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-J, 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, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-3 Certificate (obtained by dividing the principal amount of this Class A-3 Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-3 Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein
called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


A-3-2








                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class A-3 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-3 Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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


A-3-3










any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such distribution
is made upon this Certificate.






                    The Class A-3 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-3 Certificates are exchangeable for new Class A-3 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-3 Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No service charge will be imposed for any registration of transfer or exchange of Class A-3 Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-3 Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The
exercise of such right will effect early retirement of the Class A-3
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool


A-3-4








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.




                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-3-5








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  








A-3-6








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-3-7








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








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








EXHIBIT A-4


FORM OF CLASS A-PB CERTIFICATE


CLASS A-PB COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:  5.037% per annum
  	
  
Class Principal   Balance of the Class A-PB Certificates as of the Closing Date:   $224,353,000
  
	
  
 
  	
  
 
  
	
  Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Initial   Certificate Principal Balance of this Class A-PB Certificate as of the   Closing Date: $224,353,000
  
	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
   
  	
  
 
  
	
  
Certificate   No. A-PB-1
  	
  
CUSIP   No.  929766 C27
  




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








THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-J, 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, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A CERTIFICATES 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-PB Certificate (obtained by dividing the principal amount of this Class A-PB Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-PB Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-PB 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 terms include any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer,” which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


A-4-2








                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (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-PB Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-PB Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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-PB 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


A-4-3









any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such distribution
is made upon this Certificate.



                    The Class A-PB 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-PB Certificates are exchangeable for new Class A-PB 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-PB Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No service charge will be imposed for any registration of transfer or exchange of Class A-PB 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-PB Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder to purchase from the Trust Fund all Mortgage Loans and each
REO Property remaining therein.  The exercise of such right will
effect early retirement of the Class A-PB Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool


A-4-4









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.




                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer, and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-4-5








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


Dated: March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-4-6








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-4-7








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








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








EXHIBIT A-5-1


FORM OF CLASS A-4 CERTIFICATE


CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:   $1,079,352,000
  
	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Initial   Certificate Principal Balance of this Class A-4 Certificate as of the Closing   Date: $500,000,000
  
	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
   
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No.  A-4-1
  	
  
CUSIP   No.  929766 C35
  




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-5-1-1








THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


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 A-J, 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, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-4 Certificate (obtained by dividing the principal amount of this Class A-4 Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-4 Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called

the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


A-5-1-2








                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class A-4 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-4 Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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



A-5-1-3









any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such distribution
is made upon this Certificate.




                    The Class A-4 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-4 Certificates are exchangeable for new Class A-4 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-4 Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No service charge will be imposed for any registration of transfer or exchange of Class A-4 Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-4 Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The
exercise of such right will effect early retirement of the Class A-4
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool



A-5-1-4








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.




                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-5-1-5








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-5-1-6








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-5-1-7








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-5-1-8








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-5-1-9








EXHIBIT A-5-2


FORM OF CLASS A-4 CERTIFICATE


CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:   $1,079,352,000
  
	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Initial   Certificate Principal Balance of this Class A-4 Certificate as of the Closing   Date: $500,000,000
  
	
   
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No.  A-4-2
  	
  
CUSIP   No.  929766 C35
  



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-5-2-1








THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


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 A-J, 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, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-4 Certificate (obtained by dividing the principal amount of this Class A-4 Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-4 Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein
called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


A-5-2-2








                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class A-4 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-4 Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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


A-5-2-3









and any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such distribution
is made upon this Certificate.




                    The Class A-4 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-4 Certificates are exchangeable for new Class A-4 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-4 Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No service charge will be imposed for any registration of transfer or exchange of Class A-4 Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-4 Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The
exercise of such right will effect early retirement of the Class A-4
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool


A-5-2-4








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.




                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.

                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.

A-5-2-5










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

Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-5-2-6






CERTIFICATE OF AUTHENTICATION

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


	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-5-2-7






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-5-2-8






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-5-2-9






EXHIBIT A-5-3

FORM OF CLASS A-4 CERTIFICATE

CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17

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:   $1,079,352,000
  
	
   
  	
   
  
	
  Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  Initial   Certificate Principal Balance of this Class A-4 Certificate as of the Closing   Date: $79,352,000
  
	
   
  	
   
  
	
  Closing   Date:  March 30, 2005
  	
  Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
   
  	
   
  
	
  First   Distribution Date:  April 15,   2005
  	
   
  
	
   
  	
   
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  Trustee:   Wells Fargo Bank, N.A.
  
	
   
  	
   
  
	
  Special   Servicer:  Allied Capital Corporation
  	
   
  
	
   
  	
   
  
	
  Certificate   No.  A-4-3
  	
  CUSIP   No.  929766 C35
  



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-5-3-1






THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

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 A-J, 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, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES AND THE CLASS A-1A CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-4 Certificate (obtained by dividing the principal amount of this Class A-4 Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-4 Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein
called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


A-5-3-2








                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class A-4 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-4 Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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


A-5-3-3










any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such distribution
is made upon this Certificate.




                    The Class A-4 Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-4 Certificates are exchangeable for new Class A-4 Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-4 Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No service charge will be imposed for any registration of transfer or exchange of Class A-4 Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-4 Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The
exercise of such right will effect early retirement of the Class A-4
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool


A-5-3-4









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.




                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-5-3-5








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-5-3-6








CERTIFICATE OF AUTHENTICATION


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


	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-5-3-7








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-5-3-8








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-5-3-9








EXHIBIT A-6


FORM OF CLASS A-1A CERTIFICATE


CLASS A-1A COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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-1A Certificates as of the Closing Date:   $375,240,000
  
	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Initial   Certificate Principal Balance of this Class A-1A Certificate as of the   Closing Date: $375,240,000
  
	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
   
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No. A-1A-1
  	
  
CUSIP   No.  929766 D26
  




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








THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  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.


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 A-J,


A-6-2








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, THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, AND THE CLASS A-4 CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-1A Certificate (obtained by dividing the principal amount of this Class A-1A Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-1A Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-1A Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein
called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders
of the Class A-1A Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-1A Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the


A-6-3








foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of
which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class A-1A Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.


                    The Class A-1A Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class A-1A Certificates are exchangeable for new Class A-1A Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class A-1A Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


A-6-4








                    No transfer of any Class A-1A Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class A-1A Certificates under the Securities Act or any other securities law or to take any action
not otherwise required under the Agreement to permit the transfer of any Class A-1A Certificate without registration or qualification.  Any Class A-1A Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class A-1A Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class A-1A Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class A-1A Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or


A-6-5








other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class A-1A Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-6-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-6-7








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-6-8








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-6-9








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-6-10








EXHIBIT A-7


FORM OF CLASS A-J CERTIFICATE


CLASS A-J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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-J Certificates as of the Closing Date: $187,242,000
  
	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Initial   Certificate Principal Balance of this Class A-J Certificate as of the   Closing Date: $187,242,000
  
	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No. A-J-1
  	
  
CUSIP No.   929766 C43
  




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


A-7-1










OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.



THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION, OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES AND THE CLASS X-P CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES AND THE CLASS A-1A CERTIFICATES OF THE SAME SERIES IS 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 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 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-J Certificate (obtained by dividing the principal amount of this Class A-J Certificate (its “Certificate Principal Balance”) as of the Closing Date by the aggregate principal amount of all the Class A-J Certificates (their “Class Principal Balance”) as of the Closing Date) in that certain beneficial ownership interest evidenced by all the Class A-J Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as


A-7-2








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), Allied Capital Corporation (herein called the “Special Servicer,”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (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-J Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class A-J Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.



                    The
Certificates are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans and REO Loans, all as more specifically
set forth herein and in the Agreement.  As provided in the Agreement,
withdrawals from the Certificate Account, the Distribution Account and, if
established, the REO Account may be made from time to time for purposes other
than, and, in certain cases, prior to, distributions to Certificateholders,



A-7-3










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


                    No service charge will be imposed for any registration of transfer or exchange of Class A-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 A-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





A-7-4








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-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.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer, and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer, and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-7-5








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-7-6








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-7-7








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








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








EXHIBIT A-8-1


FORM OF CLASS X-C CERTIFICATE


CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 X-C Certificates as of the Closing   Date: $2,723,531,639
  
	
   
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Certificate   Notional Amount of this Class X-C Certificate as of the Closing Date:   $500,000,000
  
	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
   
  	
  
 
  
	
  
Certificate   No.  X-C-1
  	
  
CUSIP No.   929766 C84
  




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


A-8-1-1








OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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”), ANY “PLAN” SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  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,


A-8-1-2










AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.




BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class X-C Certificate in that certain beneficial ownership interest evidenced by all the Class X-C Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the

“Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders
of the Class X-C Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class X-C Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class X-C Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this


A-8-1-3








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 X-C Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    The Class X-C Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class X-C Certificates are exchangeable for new Class X-C Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class X-C Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class X-C Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their


A-8-1-4








respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class X-C Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class X-C Certificate without registration or qualification.  Any Class X-C Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class X-C Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class X-C Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class X-C Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class X-C Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.



                    In addition, any exchange by any
Certificateholder of all of the then outstanding Certificates (other than the
Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund may be made:  (i) if the
then 





A-8-1-5








outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) are held by a single Certificateholder and  (ii) the Class
A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class
B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-8-1-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-1-7








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-1-8








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-8-1-9








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-8-1-10








EXHIBIT A-8-2


FORM OF CLASS X-C CERTIFICATE


CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 X-C Certificates as of the Closing Date:   $2,723,531,639
  
	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Certificate   Notional Amount of this Class X-C Certificate as of the Closing Date:   $500,000,000
  
	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No. X-C-2
  	
  
CUSIP   No.  929766 C84
  




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


A-8-2-1








OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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”), ANY “PLAN” SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  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,


A-8-2-2









AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.



BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class X-C Certificate in that certain beneficial ownership interest evidenced by all the Class X-C Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the

“Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class X-C Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class X-C Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class X-C Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this


A-8-2-3








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 X-C Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    The Class X-C Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class X-C Certificates are exchangeable for new Class X-C Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class X-C Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class X-C Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their


A-8-2-4








respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class X-C Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class X-C Certificate without registration or qualification.  Any Class X-C Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class X-C Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class X-C Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class X-C Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class X-C Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.




                    In addition, any exchange by any
Certificateholder of all of the then outstanding Certificates (other than the
Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund may be made:  (i) if the
then




A-8-2-5








outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) are held by a single Certificateholder and  (ii) the Class
A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class
B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-8-2-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-2-7








CERTIFICATE OF AUTHENTICATION


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


	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-8-2-8











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-8-2-9











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-8-2-10








EXHIBIT A-8-3


FORM OF CLASS X-C CERTIFICATE


CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 X-C Certificates as of the Closing   Date: $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Certificate   Notional Amount of this Class X-C Certificate as of the Closing Date:   $500,000,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Certificate   No. X-C-3
  	
  
 
  	
  
CUSIP   No.  929766 C84
  




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


A-8-3-1








OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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”), ANY “PLAN” SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  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,


A-8-3-2









AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.



BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class X-C Certificate in that certain beneficial ownership interest evidenced by all the Class X-C Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the

“Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business
Day following the related Determination Date (each, a “Distribution
Date”).  The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2005 (each, a “Determination Date”). 
Distributions will be made commencing on the first Distribution Date specified
above, to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month immediately preceding the
month of such distribution (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of the Class X-C
Certificates on the applicable Distribution Date pursuant to the
Agreement.  The Pass-Through Rate applicable to the Class X-C Certificates
for each Distribution Date is as provided in the Agreement.  All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the “Paying
Agent”), by wire transfer of immediately available funds to the account
of the Person entitled thereto at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the Paying
Agent with wiring instructions no less than five Business Days prior to the
related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed
to the address of such Certificateholder as it appears in the Certificate
Register.  Notwithstanding the foregoing, the final distribution on this




A-8-3-3









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 X-C Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    The Class X-C Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class X-C Certificates are exchangeable for new Class X-C Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class X-C Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class X-C Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their


A-8-3-4








respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class X-C Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class X-C Certificate without registration or qualification.  Any Class X-C Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class X-C Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class X-C Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class X-C Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class X-C Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.




                    In addition, any exchange by any
Certificateholder of all of the then outstanding Certificates (other than the
Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund may be made:  (i) if the
then





A-8-3-5








outstanding Certificates (other than the Class Z, Class R-I and Class R-II
Certificates) are held by a single Certificateholder and  (ii) the Class
A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class
B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-8-3-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate  Registrar
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-3-7








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as   Authenticating Agent
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-3-8








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-8-3-9








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-8-3-10








EXHIBIT A-8-4


FORM OF CLASS X-C CERTIFICATE


CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 X-C Certificates as of the Closing   Date: $2,723,531,639
  
	
   
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Certificate   Notional Amount of this Class X-C Certificate as of the Closing Date:   $500,000,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No.  X-C-4
  	
  
 
  	
  
 
  




THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE AGREEMENT.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE 


A-8-4-1








OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).



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”), ANY “PLAN” SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  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,


A-8-4-2










AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.






BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class X-C Certificate in that certain beneficial ownership interest evidenced by all the Class X-C Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the

“Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business
Day following the related Determination Date (each, a “Distribution
Date”).  The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2005 (each, a “Determination Date”). 
Distributions will be made commencing on the first Distribution Date specified
above, to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month immediately preceding the
month of such distribution (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of the Class X-C
Certificates on the applicable Distribution Date pursuant to the
Agreement.  The Pass-Through Rate applicable to the Class X-C Certificates
for each Distribution Date is as provided in the Agreement.  All
distributions made under the Agreement on the Class X-C Certificates will be
made by Wells Fargo Bank, N.A., as paying agent (the “Paying
Agent”), by wire transfer of immediately available funds to the account
of the Person entitled thereto at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the Paying
Agent with wiring instructions no less than five Business Days prior to the
related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed
to the address of such Certificateholder as it appears in the Certificate
Register.  Notwithstanding the foregoing, the final distribution on this



A-8-4-3











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 X-C Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    The Class X-C Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class X-C Certificates are exchangeable for new Class X-C Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class X-C Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class X-C Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their


A-8-4-4








respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class X-C Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class X-C Certificate without registration or qualification.  Any Class X-C Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class X-C Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class X-C Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class X-C Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class X-C Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then


A-8-4-5








outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-8-4-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-4-7








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-4-8








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-8-4-9








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-8-4-10








EXHIBIT A-8-5


FORM OF CLASS X-C CERTIFICATE


CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 X-C Certificates as of the Closing   Date: $2,723,531,639
  
	
   
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Certificate   Notional Amount of this Class X-C Certificate as of the Closing Date:   $500,000,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. X-C-5
  	
  
 
  	
  
CUSIP   No.  929766 C84
  




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


A-8-5-1








OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LOCAL LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE


A-8-5-2








FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.


BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class X-C Certificate in that certain beneficial ownership interest evidenced by all the Class X-C Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the

“Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class X-C Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class X-C Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class X-C Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this


A-8-5-3








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 X-C Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    The Class X-C Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class X-C Certificates are exchangeable for new Class X-C Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class X-C Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class X-C Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their


A-8-5-4








respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class X-C Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class X-C Certificate without registration or qualification.  Any Class X-C Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class X-C Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class X-C Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class X-C Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class X-C Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then


A-8-5-5








outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-8-5-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-5-7








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-5-8








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-8-5-9








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-8-5-10








EXHIBIT A-8-6


FORM OF CLASS X-C CERTIFICATE


CLASS X-C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 X-C Certificates as of the Closing   Date: $2,723,531,639
  
	
   
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Certificate   Notional Amount of this Class X-C Certificate as of the Closing Date:   $223,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. X-C-6
  	
  
 
  	
  
CUSIP   No.  929766 C84
  




THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE AGREEMENT.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION (“DTC”), TO THE DEPOSITOR, THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE


A-8-6-1








OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  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,


A-8-6-2








AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.


BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-C CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class X-C Certificate in that certain beneficial ownership interest evidenced by all the Class X-C Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the

“Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class X-C Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class X-C Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class X-C Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this


A-8-6-3








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 X-C Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    The Class X-C Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class X-C Certificates are exchangeable for new Class X-C Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class X-C Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class X-C Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their


A-8-6-4








respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class X-C Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class X-C Certificate without registration or qualification.  Any Class X-C Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class X-C Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class X-C Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class X-C Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class X-C Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then 


A-8-6-5








outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-8-6-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-6-7








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-8-6-8








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-8-6-9








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-8-6-10








EXHIBIT A-9-1


FORM OF CLASS X-P CERTIFICATE


CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 X-P Certificates as of the Closing   Date: $2,628,355,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Certificate   Notional Amount of this Class X-P Certificate as of the Closing Date:   $500,000,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
   
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No.  X-P-1
  	
  
 
  	
  
CUSIP   No.  929766 C92
  




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


A-9-1-1








OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  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,


A-9-1-2








AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.


BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class X-P Certificate in that certain beneficial ownership interest evidenced by all the Class X-P Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the

“Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class X-P Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class X-P Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class X-P Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this


A-9-1-3








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 X-P Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    The Class X-P Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class X-P Certificates are exchangeable for new Class X-P Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class X-P Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class X-P Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their


A-9-1-4








respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class X-P Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class X-P Certificate without registration or qualification.  Any Class X-P Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class X-P Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class X-P Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class X-P Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class X-P Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then


A-9-1-5








outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-9-1-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-9-1-7








CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
   
  	
   
  
	
   
  	
  By:
  	
   
  
	
   
  	
   
  	
  


  
	
   
  	
   
  	
  Authorized   Representative
  



A-9-1-8

















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-9-1-9








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-9-1-10








EXHIBIT A-9-2


FORM OF CLASS X-P CERTIFICATE


CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 X-P Certificates as of the Closing   Date: $2,628,355,000
  
	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Certificate   Notional Amount of this Class X-P Certificate as of the Closing Date:   $500,000,000
  
	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
   
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No.  X-P-2
  	
  
CUSIP   No.  929766 C92
  




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


A-9-2-1








OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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”), ANY “PLAN” SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  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,


A-9-2-2









AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.




BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class X-P Certificate in that certain beneficial ownership interest evidenced by all the Class X-P Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the

“Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class X-P Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class X-P Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class X-P Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this


A-9-2-3








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 X-P Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    The Class X-P Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class X-P Certificates are exchangeable for new Class X-P Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class X-P Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class X-P Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their


A-9-2-4








respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class X-P Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class X-P Certificate without registration or qualification.  Any Class X-P Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class X-P Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class X-P Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class X-P Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class X-P Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then 


A-9-2-5








outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-9-2-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-9-2-7








CERTIFICATE OF AUTHENTICATION


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


	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-9-2-8








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-9-2-9








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-9-2-10








EXHIBIT A-9-3


FORM OF CLASS X-P CERTIFICATE


CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 X-P Certificates as of the Closing   Date: $2,628,355,000
  
	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Certificate   Notional Amount of this Class X-P Certificate as of the Closing Date:   $500,000,000
  
	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
   
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No.  X-P-3
  	
  
CUSIP   No.  929766 C92
  




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


A-9-3-1








OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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”), ANY “PLAN” SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  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,


A-9-3-2










AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.



BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class X-P Certificate in that certain beneficial ownership interest evidenced by all the Class X-P Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the

“Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class X-P Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class X-P Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class X-P Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this


A-9-3-3








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 X-P Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    The Class X-P Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class X-P Certificates are exchangeable for new Class X-P Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class X-P Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class X-P Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their


A-9-3-4








respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class X-P Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class X-P Certificate without registration or qualification.  Any Class X-P Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class X-P Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class X-P Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class X-P Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class X-P Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then


A-9-3-5








outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-9-3-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-9-3-7








CERTIFICATE OF AUTHENTICATION


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


	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-9-3-8








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-9-3-9








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-9-3-10








EXHIBIT A-9-4


FORM OF CLASS X-P CERTIFICATE


CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 X-P Certificates as of the Closing   Date: $2,628,355,000
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Certificate   Notional Amount of this Class X-P Certificate as of the Closing Date:   $500,000,000
  
	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
   
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No.  X-P-4
  	
  
CUSIP   No.  929766 C92
  




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


A-9-4-1








OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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”), ANY “PLAN” SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  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,


A-9-4-2









AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.




BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class X-P Certificate in that certain beneficial ownership interest evidenced by all the Class X-P Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the

“Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class X-P Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class X-P Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class X-P Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this


A-9-4-3








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 X-P Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    The Class X-P Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class X-P Certificates are exchangeable for new Class X-P Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class X-P Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class X-P Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their


A-9-4-4








respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class X-P Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class X-P Certificate without registration or qualification.  Any Class X-P Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class X-P Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class X-P Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class X-P Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class X-P Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then


A-9-4-5








outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-9-4-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-9-4-7








CERTIFICATE OF AUTHENTICATION


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


	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-9-4-8








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-9-4-9








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-9-4-10








EXHIBIT A-9-5


FORM OF CLASS X-P CERTIFICATE


CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 X-P Certificates as of the Closing   Date: $2,628,355,000
  
	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Certificate   Notional Amount of this Class X-P Certificate as of the Closing Date:   $500,000,000
  
	
  
 
  	
  
 
  
	
  
Closing Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639 
  
	
   
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No.  X-P-5
  	
  
CUSIP   No.  929766 C92
  




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


A-9-5-1








OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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”), ANY “PLAN” SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  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,


A-9-5-2









AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.




BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class X-P Certificate in that certain beneficial ownership interest evidenced by all the Class X-P Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the

“Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class X-P Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class X-P Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class X-P Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this


A-9-5-3








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 X-P Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    The Class X-P Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class X-P Certificates are exchangeable for new Class X-P Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class X-P Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class X-P Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their


A-9-5-4








respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class X-P Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class X-P Certificate without registration or qualification.  Any Class X-P Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class X-P Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class X-P Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class X-P Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class X-P Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then


A-9-5-5








outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-9-5-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-9-5-7








CERTIFICATE OF AUTHENTICATION


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


	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-9-5-8








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-9-5-9








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-9-5-10








EXHIBIT A-9-6


FORM OF CLASS X-P CERTIFICATE


CLASS X-P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 X-P Certificates as of the Closing   Date: $2,628,355,000
  
	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
Certificate   Notional Amount of this Class X-P Certificate as of the Closing Date:   $128,355,000
  
	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
   
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Certificate   No.  X-P-6
  	
  
CUSIP   No.  929766 C92
  




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


A-9-6-1








OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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”), ANY “PLAN” SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  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,


A-9-6-2









AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.




BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS X-P CERTIFICATES WILL BE REDUCED BY ANY DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THE CERTIFICATES RELATING TO SUCH COMPONENTS AND BY CERTAIN LOSSES AND EXPENSES EXPERIENCED BY THE TRUST FUND WHICH ARE ALLOCATED TO SUCH CERTIFICATES RELATING TO SUCH COMPONENTS AS SET FORTH IN THE AGREEMENT, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. 


                    This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class X-P Certificate in that certain beneficial ownership interest evidenced by all the Class X-P Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Wachovia Commercial Mortgage Securities, Inc. (herein called the “Depositor”, which term includes any successor entity under the Agreement), Wachovia Bank, National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the

“Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class X-P Certificates on the applicable Distribution Date pursuant to the Agreement.  The Pass-Through Rate applicable to the Class X-P Certificates for each Distribution Date is as provided in the Agreement.  All distributions made under the Agreement on the Class X-P Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this


A-9-6-3








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 X-P Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    The Class X-P Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class X-P Certificates are exchangeable for new Class X-P Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class X-P Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class X-P Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their


A-9-6-4








respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class X-P Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class X-P Certificate without registration or qualification.  Any Class X-P Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class X-P Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class X-P Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class X-P Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the
Trust Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class X-P Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then 


A-9-6-5








outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-9-6-6








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
  
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-9-6-7








CERTIFICATE OF AUTHENTICATION


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


	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-9-6-8






























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-9-6-9








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-9-6-10








EXHIBIT A-10


FORM OF CLASS B CERTIFICATE


CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:   $74,897,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class B Certificate as of the   Closing Date: $74,897,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Certificate   No. B-1
  	
  
 
  	
  
CUSIP   No.  929766 C50
  




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








THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES AND THE CLASS A-J CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES AND THE CLASS A-J CERTIFICATES OF THE SAME SERIES IS 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,


A-10-2








National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class B Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class B Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated
to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


A-10-3








                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.


                    The Class B Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class B Certificates are exchangeable for new Class B Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class B Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No service charge will be imposed for any registration of transfer or exchange of Class B Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class B Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or


A-10-4








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.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-10-5








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-10-6








CERTIFICATE OF AUTHENTICATION


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


	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-10-7








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-10-8








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-10-9








EXHIBIT A-11


FORM OF CLASS C CERTIFICATE


CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:   $23,830,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of Pooling   and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class C Certificate as of the   Closing Date: $23,830,000
  
	
   
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. C-1
  	
  
 
  	
  
CUSIP No.  929766 C68
  




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








THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-J CERTIFICATES AND THE CLASS B CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES AND THE CLASS B CERTIFICATES OF THE SAME SERIES IS 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,


A-11-2








National Association (herein called the “Master Servicer”, which term includes any successor entity under the Agreement), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class C Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class C Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated
to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


A-11-3








                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.


                    The Class C Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class C Certificates are exchangeable for new Class C Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class C Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No service charge will be imposed for any registration of transfer or exchange of Class C Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class C Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or 


A-11-4








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.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, ClassA-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-11-5








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-11-6








CERTIFICATE OF AUTHENTICATION


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


	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-11-7








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-11-8








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-11-9








EXHIBIT A-12


FORM OF CLASS D CERTIFICATE


CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:   $47,661,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class D Certificate as of the   Closing Date: $47,661,000
  
	
   
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master Servicer:  Wachovia Bank, National Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. D-1
  	
  
 
  	
  
CUSIP   No.  929766 C76
  




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








THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES AND THE CLASS C CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES AND THE CLASS C CERTIFICATES OF THE SAME SERIES IS 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 


A-12-2








“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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of
the Class D Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class D Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated
to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders,


A-12-3








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 D Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.


                    The Class D Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class D Certificates are exchangeable for new Class D Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class D Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No service charge will be imposed for any registration of transfer or exchange of Class D Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class D Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by


A-12-4








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.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-12-5








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-12-6








CERTIFICATE OF AUTHENTICATION


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


	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-12-7








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-12-8








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-12-9








EXHIBIT A-13


FORM OF CLASS E CERTIFICATE


CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 E Certificates as of the Closing Date:   $27,235,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class E Certificate as of the Closing   Date: $27,235,000
  
	
   
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. E-1
  	
  
 
  	
  
CUSIP   No.  929766 D34
  




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








THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES AND THE CLASS D CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


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”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL


A-13-2








BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES AND THE CLASS D CERTIFICATES OF THE SAME SERIES IS 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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above,


A-13-3








to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class E Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class E Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the payment of interest on such Advances and expenses.


                    Interest accrued on this Certificate during an Interest Accrual Period, plus any unpaid interest shortfall with respect to this Certificate for any prior Distribution Date, if any, will be payable on the related Distribution Date to the extent provided in the Agreement.  The “Interest Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


                    Any distribution to the Holder of this Certificate in reduction of the Certificate Principal Balance hereof is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate.


                    The Class E Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class E Certificates are exchangeable for new


A-13-4








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 any Class E Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class E 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 E Certificate without registration or qualification.  Any Class E Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class E Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class 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-13-5








                    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.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


A-13-6








                    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-13-7








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-13-8








CERTIFICATE OF AUTHENTICATION


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

	
   
  	
  
WELLS FARGO BANK,   N.A., as Authenticating   Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-13-9








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-13-10








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-13-11








EXHIBIT A-14


FORM OF CLASS F CERTIFICATE


CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 F Certificates as of the Closing Date:   $27,235,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class F Certificate as of the Closing   Date: $27,235,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  Closing Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Certificate   No. F-1
  	
  
 
  	
  
CUSIP   No.  929766 D42
  




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








THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES AND THE CLASS E CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


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”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS (A) 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”) OR (B) 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.  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL


A-14-2








BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES AND THE CLASS E CERTIFICATES OF THE SAME SERIES IS 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 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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above,


A-14-3








to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class F Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class F Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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 


A-14-4








Class F Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class F Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class F Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class F Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class F Certificate without registration or qualification.  Any Class F Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class F Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class F Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class F Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


A-14-5








                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class F Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


A-14-6








                    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-14-7








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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-14-8








CERTIFICATE OF AUTHENTICATION


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

	
   
  	
  
WELLS FARGO BANK, N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-14-9








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-14-10

















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-14-11







EXHIBIT A-15


FORM OF CLASS G CERTIFICATE


CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:   $30,639,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class G Certificate as of the Closing   Date: $30,639,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. G-1
  	
  
 
  	
  
CUSIP   No.  929766 D59
  




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







THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES AND THE CLASS F CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


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”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS (A) 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”) OR (B) 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


A-15-2







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.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES AND THE CLASS F CERTIFICATES OF THE SAME SERIES IS 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 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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business
Day following the related Determination Date (each, a “Distribution
Date”).  The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2005 (each, a “Determination


A-15-3







Date”). Distributions will be made commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the
“Record Date”), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class G Certificates on the applicable
Distribution Date pursuant to the Agreement.  All distributions made under
the Agreement on the Class G Certificates will be made by Wells Fargo Bank,
N.A., as paying agent (the “Paying Agent”), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. 
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. 
Also notwithstanding the foregoing, any distribution that may be made with
respect to this Certificate in reimbursement of any Realized Loss or Additional
Trust Fund Expense previously allocated to this Certificate, which reimbursement
is to occur after the date on which this Certificate is surrendered as
contemplated by the preceding sentence, will be made by check mailed to the
address of the Holder that surrenders this Certificate as such address last
appears in the Certificate Register or to any such other address of which the
Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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


A-15-4







and subject to certain limitations therein set forth, Class G Certificates are exchangeable for new Class G Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class G Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class G Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class G Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class G Certificate without registration or qualification.  Any Class G Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class G Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class G Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class G Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


A-15-5







                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class G Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


A-15-6







                    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-15-7







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

	
  
Dated:  March 30, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate
   Registrar
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-15-8







CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as
   Authenticating Agent
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-15-9







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-15-10







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-15-11







EXHIBIT A-16


FORM OF CLASS H CERTIFICATE


CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:   $37,448,000
  
	
   
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class H Certificate as of the Closing   Date: $37,448,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. H-1
  	
  
 
  	
  
CUSIP   No.  929766 D67
  




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







THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND THE CLASS G CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


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”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS (A) 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”) OR (B) 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


A-16-2







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.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND THE CLASS G CERTIFICATES OF THE SAME SERIES IS 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 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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the


A-16-3







Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class H Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class H Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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.


A-16-4







                    The Class H Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class H Certificates are exchangeable for new Class H Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class H Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class H Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class H Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class H Certificate without registration or qualification.  Any Class H Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class H Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class H Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class H Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede
& Co. or in such other name as is requested by an authorized representative
of


A-16-5








DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.



                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class H Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


A-16-6







                    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-16-7







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

	
  
Dated:  March 30, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate
   Registrar
  
	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-16-8







CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as
   Authenticating Agent
  
	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-16-9







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-16-10







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-16-11







EXHIBIT A-17


FORM OF CLASS J CERTIFICATE


CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:   $6,808,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class J Certificate as of the Closing   Date: $6,808,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
   
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. J-1
  	
  
 
  	
  
CUSIP   No.  929766 D75
  




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







THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES,  THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED)


A-17-2







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 BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P 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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above,


A-17-3







to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class J Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class J Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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 


A-17-4







Class J Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class J Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class J Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class J Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class J Certificate without registration or qualification.  Any Class J Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class J Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class J Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class J Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


A-17-5







                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class J Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


A-17-6







                    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-17-7







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

	
  
Dated:  March 30, 2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate
   Registrar
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-17-8







CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as
   Authenticating Agent
  
	
   
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-17-9







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-17-10







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-17-11







EXHIBIT A-18


FORM OF CLASS K CERTIFICATE


CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:  $10,213,000
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of Pooling   and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class K Certificate as of the Closing   Date: $10,213,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. K-1
  	
  
 
  	
  
CUSIP No.  929766 D83
  




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







THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED)


A-18-2







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 BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES OF THE SAME SERIES IS 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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination Date”).  Distributions will be made commencing on the first Distribution Date specified above,


A-18-3







to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class K Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class K Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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


A-18-4









Class K Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.




                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class K Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class K Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class K Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class K Certificate without registration or qualification.  Any Class K Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class K Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class K Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class K Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


A-18-5







                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class K Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


A-18-6







                    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-18-7







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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate
   Registrar
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-18-8







CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as
   Authenticating Agent
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-18-9







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-18-10







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-18-11







EXHIBIT A-19


FORM OF CLASS L CERTIFICATE


CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:  $13,617,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class L Certificate as of the Closing   Date: $13,617,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
   
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. L-1
  	
  
 
  	
  
CUSIP   No.  929766 D91
  




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







THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


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


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”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A “PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED)


A-19-2







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 BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES AND THE CLASS K CERTIFICATES OF THE SAME SERIES IS 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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business
Day following the related Determination Date (each, a “Distribution
Date”).  The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2005 (each, a “Determination



A-19-3







Date”). Distributions will be made commencing on
the first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the
“Record Date”), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class L Certificates on the applicable
Distribution Date pursuant to the Agreement.  All distributions made under
the Agreement on the Class L Certificates will be made by Wells Fargo Bank,
N.A., as paying agent (the “Paying Agent”), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. 
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution. 
Also notwithstanding the foregoing, any distribution that may be made with
respect to this Certificate in reimbursement of any Realized Loss or Additional
Trust Fund Expense previously allocated to this Certificate, which reimbursement
is to occur after the date on which this Certificate is surrendered as
contemplated by the preceding sentence, will be made by check mailed to the
address of the Holder that surrenders this Certificate as such address last
appears in the Certificate Register or to any such other address of which the
Paying Agent is subsequently notified in writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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


A-19-4







and subject to certain limitations therein set forth, Class L Certificates are exchangeable for new Class L Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class L Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class L Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class L Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class L Certificate without registration or qualification.  Any Class L Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class L Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class L Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class L Certificates.

                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.

A-19-5


























                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class L Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the
amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


A-19-6







                    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-19-7







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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-19-8







CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  



A-19-9







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-19-10







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-19-11







EXHIBIT A-20


FORM OF CLASS M CERTIFICATE


CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:   $6,808,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class M Certificate as of the Closing   Date: $6,808,000
  
	
   
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. M-1
  	
  
 
  	
  
CUSIP   No.  929766 E25
  




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-20-1







THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES AND THE CLASS L CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY
INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN”
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH
IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF
UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES
THIS CERTIFICATE SHALL


A-20-2








BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.




IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES AND THE CLASS L CERTIFICATES OF THE SAME SERIES IS 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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (each, a “Determination


A-20-3







Date”).  Distributions will be made commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of the Class M Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class M Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Paying Agent with wiring
instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate Register.  Notwithstanding the foregoing, the final distribution on this Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate) will be made in like manner, but only upon presentation and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to the Holder hereof of such final distribution.  Also notwithstanding the foregoing, any distribution that may be made with respect to this Certificate in reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to this Certificate, which reimbursement is



to occur after the date on which this Certificate is surrendered as contemplated by the preceding sentence, will be made by check mailed to the address of the Holder that surrenders this Certificate as such address last appears in the Certificate Register or to any such other address of which the Paying Agent is subsequently notified in writing. 


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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


A-20-4









and subject to certain limitations therein set forth, Class M
Certificates are exchangeable for new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.




                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class M Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class M Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class M Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class M Certificate without registration or qualification.  Any Class M Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class M Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class M Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class M Certificates.


                    Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book-entry facilities of DTC.


A-20-5







                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class M Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


A-20-6







                    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







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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-20-8







CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-20-9







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







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







EXHIBIT A-21


FORM OF CLASS N CERTIFICATE


CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:   $6,808,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class N Certificate as of the Closing   Date: $6,808,000
  
	
   
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. N-1
  	
  
 
  	
  
CUSIP   No.  929766 E33
  




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-21-1







THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY
INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN”
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975
OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW
SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY
PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (EACH, A
“PLAN”) UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH
IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF
UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES
THIS CERTIFICATE SHALL


A-21-2








BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.



IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES OF THE SAME SERIES IS 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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.



                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business
Day following the related Determination Date (each, a “Distribution
Date”).  The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the





A-21-3







Business Day immediately succeeding,
commencing in April 2005 (each, a “Determination Date”). 
Distributions will be made commencing on the first Distribution Date specified
above, to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month immediately preceding the
month of such distribution (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of the Class N
Certificates on the applicable Distribution Date pursuant to the
Agreement.  All distributions made under the Agreement on the Class N
Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the
“Paying Agent”), by wire transfer of immediately available
funds to the account of the Person entitled thereto at a bank or other entity
having appropriate facilities therefor, if such Certificateholder shall have
provided the Paying Agent with wiring instructions no less than five Business
Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions), or
otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register.  Notwithstanding the foregoing, the final
distribution on this Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to this Certificate) will be made in like manner, but only
upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to the
Holder hereof of such final distribution.  Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Paying Agent is subsequently notified in
writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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.


A-21-4







                    The Class N Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class N Certificates are exchangeable for new Class N Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class N Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class N Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class N Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class N Certificate without registration or qualification.  Any Class N Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class N Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class N Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class N Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede
& Co. or in such other name as is requested by an authorized representative
of


A-21-5








DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.




                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class N Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


A-21-6







                    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







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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-21-8







CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-21-9







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







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







EXHIBIT A-22


FORM OF CLASS O CERTIFICATE


CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:   $6,808,000
  
	
  
 
  	
  
 
  	
  
 
  
	
  Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial   Certificate Principal Balance of this Class O Certificate as of the Closing   Date: $6,808,000
  
	
  	
  	
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  	
  	
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  	
  	
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  	
  	
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  	
  	
  
	
  
Certificate   No. O-1
  	
  
 
  	
  
CUSIP   No.  929766 E41
  



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-22-1







THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS N CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (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


A-22-2







95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS N CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.  IN ADDITION, IF THE CERTIFICATE PRINCIPAL BALANCE OF THE  CLASS P 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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.





                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business
Day following the related Determination Date (each, a “Distribution
Date”).  The



A-22-3







Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the Business Day immediately succeeding,
commencing in April 2005 (each, a “Determination Date”). 
Distributions will be made commencing on the first Distribution Date specified
above, to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month immediately preceding the
month of such distribution (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of the Class O
Certificates on the applicable Distribution Date pursuant to the
Agreement.  All distributions made under the Agreement on the Class O
Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the
“Paying Agent”), by wire transfer of immediately available
funds to the account of the Person entitled thereto at a bank or other entity
having appropriate facilities therefor, if such Certificateholder shall have
provided the Paying Agent with wiring instructions no less than five Business
Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions), or
otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register.  Notwithstanding the foregoing, the final
distribution on this Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to this Certificate) will be made in like manner, but only
upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to the
Holder hereof of such final distribution.  Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Paying Agent is subsequently notified in
writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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.


A-22-4







                    The Class O Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class O Certificates are exchangeable for new Class O Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class O Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class O Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class O Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class O Certificate without registration or qualification.  Any Class O Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class O Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class O Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class O Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede
& Co. or in such other name as is requested by an authorized representative
of


A-22-5








DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.



                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class O Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


A-22-6







                    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-22-7







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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-22-8







CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-22-9







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-22-10







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-22-11







EXHIBIT A-23


FORM OF CLASS P CERTIFICATE


CLASS P COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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:   $37,457,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  Date of   Pooling and Servicing Agreement: as of March 1, 2005
  	
  
 
  	
  
Initial Certificate   Principal Balance of this Class P Certificate as of the Closing Date:   $37,457,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
   
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. P-1
  	
  
 
  	
  
CUSIP   No.  929766 E58
  




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-23-1







THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (A “REMIC”) AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”).


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS X-C CERTIFICATES, THE CLASS X-P CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES AND THE CLASS O CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (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


A-23-2







95-60 (“PTE 95-60”).  EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.


IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-1 CERTIFICATES, THE CLASS A-2 CERTIFICATES, THE CLASS A-PB CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS A-1A CERTIFICATES, THE CLASS A-J CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS N CERTIFICATES AND THE CLASS O CERTIFICATES OF THE SAME SERIES IS 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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.




                    Pursuant
to the terms of the Agreement, distributions will be made on the fourth Business
Day following the related Determination Date (each, a “Distribution
Date”).  The Determination Date is the 11th day of each month or,
if such 11th day is not a Business Day, the



A-23-3







Business Day immediately succeeding,
commencing in April 2005 (each, a “Determination Date”). 
Distributions will be made commencing on the first Distribution Date specified
above, to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month immediately preceding the
month of such distribution (the “Record Date”), in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of the Class P
Certificates on the applicable Distribution Date pursuant to the
Agreement.  All distributions made under the Agreement on the Class P
Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the
“Paying Agent”), by wire transfer of immediately available
funds to the account of the Person entitled thereto at a bank or other entity
having appropriate facilities therefor, if such Certificateholder shall have
provided the Paying Agent with wiring instructions no less than five Business
Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions), or
otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register.  Notwithstanding the foregoing, the final
distribution on this Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to this Certificate) will be made in like manner, but only
upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to the
Holder hereof of such final distribution.  Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Paying Agent is subsequently notified in
writing.


                    The Certificates are limited in right of distribution to certain collections and recoveries respecting the Mortgage Loans and REO Loans, all as more specifically set forth herein and in the Agreement.  As provided in the Agreement, withdrawals from the Certificate Account, the Distribution Account and, if established, the REO Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including the reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and the 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.


A-23-4







                    The Class P Certificates are issuable in fully registered form only without coupons in minimum denominations specified in the Agreement.  As provided in the Agreement and subject to certain limitations therein set forth, Class P Certificates are exchangeable for new Class P Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.


                    As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices of the Certificate Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class P Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees.


                    No transfer of any Class P Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class P Certificates under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class P Certificate without registration or qualification.  Any Class P Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class P Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class P Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Class P Certificates.


                    Notwithstanding
the foregoing, for so long as this Certificate is registered in the name of Cede
& Co. or in such other name as is requested by an authorized representative
of


A-23-5








DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.



                    The Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes whatsoever and none of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, or any such agent shall be affected by notice to the contrary.


                    The Trust Fund and the obligations created by the Agreement shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement following the earlier to occur of (i) the final payment (or any advance with respect thereto) or other liquidation of the last Mortgage Loan or REO Property remaining in the Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder at a price determined as provided in the Agreement of all Mortgage Loans and each REO Property remaining in the Trust Fund.  The Agreement permits, but does not require, the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to purchase from the Trust
Fund all Mortgage Loans and each REO Property remaining therein.  The exercise of such right will effect early retirement of the Class P Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Pool at the time of purchase being less than 1% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date specified on the face hereof.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


A-23-6







                    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-23-7







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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-23-8







CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-23-9







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-23-10







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-23-11















EXHIBIT A-24


FORM OF CLASS R-I CERTIFICATE


CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 Agreement: as of March 1, 2005
  	
  
 
  	
  
Percentage   Interest evidenced by this Class R-I Certificate: 100%
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. R-I-1
  	
  
 
  	
  
 
  




THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-PB, CLASS A-4, CLASS A-1A, CLASS X-C, CLASS X-P, CLASS A-J, 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


A-24-1







CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement)
and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and


A-24-2







conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (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 require such registration or qualification.  If a transfer of any R-I Certificate is to be made


A-24-3







without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class R-I Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class R-I Certificate without registration or qualification.  Any Class R-I Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class R-I Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No transfer of this Class R-I Certificate or any interest therein shall be made to (A) a Plan or (B) any Person who is directly or indirectly purchasing the Class R-I Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan (including, without limitation, any insurance company using assets in its general or separate account that may constitute assets of a Plan).  As a condition to its registration of transfer of this Class R-I Certificate, the Certificate Registrar shall have the right to require the prospective transferee of such Certificate, if it is not a Plan or Person described in clause (B) of the preceding sentence, to execute a certification to that effect substantially in the form of Exhibit H to the Agreement.


                    This Certificate represents an interest in the “residual interest” in REMIC I as defined in the Agreement.  Each Person who has or who acquires any Ownership Interest in this Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Section 5.02(d) of the Agreement and, if any purported Transferee shall become a Holder of this Certificate in violation of the provisions of such Section 5.02(d), to have irrevocably authorized Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), under clause (ii)(A) of such Section 5.02(d) to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) of such Section 5.02(d) to negotiate the terms of any mandatory sale and
to execute all instruments of Transfer and to do all other things necessary in connection with any such sale.  Each Person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee.  In connection with any proposed Transfer of any Ownership Interest in this Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of this Certificate until its receipt of an affidavit and agreement substantially in the form attached as Exhibit I-1 to the Agreement


A-24-4







(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 Transferee 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


A-24-5







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 or United States Person with respect to whom income on this Certificate is allocable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other United States Person.  A “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 Trust) that the holding of an Ownership Interest in a Class R-I Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R-I
Certificate to such Person.  The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


                    A “Non-United States Person” is any Person (i) other than a United States Person or (ii) who is a United States Person with respect to whom income on this Certificate is allocable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of such Person or any other United States Person.  A “United States Person” is a citizen or resident of the United States, a corporation or partnership (including an entity treated as a corporation or partnership for federal income tax purposes) created or organized in, or under the laws of the United States, any State thereof or the District of Columbia unless in the case of a partnership, Treasury Regulations are adopted that provide otherwise, an estate whose income is includable in gross income for United States federal
income tax purposes regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Persons have the authority to control all substantial decisions of the trust, all within the meaning of Section 7701(a) (30) of the Code or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996, that are eligible to elect to elect to be treated as United States Persons.


                    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.


A-24-6







                    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 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.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


A-24-7







                    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-24-8







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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-24-9







CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-24-10







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-24-11







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-24-12







EXHIBIT A-25


FORM OF CLASS R-II CERTIFICATE


CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 Agreement: as of March 1, 2005
  	
  
 
  	
  
Percentage   Interest evidenced by this Class R-II Certificate: 100%
  
	
  
 
  	
  
 
  	
  
 
  
	
  Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
Certificate   No. R-II-1
  	
  
 
  	
  
 
  




THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-PB, CLASS A-4, CLASS A-1A, CLASS X-C, CLASS X-P, CLASS A-J, 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


A-25-1







CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement)
and Wells Fargo Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and


A-25-2







conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (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


A-25-3







without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class R-II Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of any Class R-II Certificate without registration or qualification.  Any Class R-II Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class R-II Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No transfer of this Class R-II Certificate or any interest therein shall be made to (A) a Plan or (B) any Person who is directly or indirectly purchasing the Class R-II Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan (including, without limitation, any insurance company using assets in its general or separate account that may constitute assets of a Plan).  As a condition to its registration of transfer of this Class R-II Certificate, the Certificate Registrar shall have the right to require the prospective transferee of such Certificate, if it is not a Plan or Person described in clause (B) of the preceding sentence, to execute a certification to that effect substantially in the form of Exhibit H to the Agreement.


                    This Certificate represents the “residual interest” in REMIC II, as defined in the Agreement.  Each Person who has or who acquires any Ownership Interest in this Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the provisions of Section 5.02(d) of the Agreement and, if any purported Transferee shall become a Holder of this Certificate in violation of the provisions of such Section 5.02(d), to have irrevocably authorized Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), under clause (ii)(A) of such Section 5.02(d) to deliver payments to a Person other than such Person and to have irrevocably authorized the Certificate Registrar under clause (ii)(B) of such Section 5.02(d) to negotiate the terms of any mandatory sale and to execute all
instruments of Transfer and to do all other things necessary in connection with any such sale.  Each Person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee and shall promptly notify the Master Servicer, the Paying Agent and the Certificate Registrar of any change or impending change in its status as a Permitted Transferee.  In connection with any proposed Transfer of any Ownership Interest in this Certificate, the Certificate Registrar shall require delivery to it, and shall not register the Transfer of this Certificate until its receipt of an affidavit and agreement substantially in the form attached as Exhibit I-1 to the Agreement 


A-25-4







(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 Transferee 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


A-25-5







effect that such modification of, addition to or elimination of such provisions will not cause the Trust Fund to (x) cease to qualify as two REMICs or (y) be subject to an entity-level tax caused by the Transfer of any Class R-II Certificate to a Person which is not a Permitted Transferee, or cause a Person other than the prospective Transferee to be subject to a REMIC-related tax caused by the transfer of this Class R-II Certificate to a Person which is not a Permitted Transferee.


                    A “Permitted Transferee” is any Transferee other than a Disqualified Organization, a Plan or a Non-United States Person with respect to whom income on this Certificate is allocable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other United States Person.  A “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 Trust) that the holding of an Ownership Interest in a Class R-I Certificate by such Person may cause the Trust Fund or any Person having an Ownership Interest in any Class of Certificates, other than such Person, to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R-I Certificate to such
Person.  The terms “United States”, “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


                    A “Non-United States Person” is any Person (i) other than a United States Person or (ii) who is a United States Person with respect to whom income on this Certificate is allocable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of such Person or any other United States Person.  A “United States Person” is a citizen or resident of the United States, a corporation or partnership (including an entity treated as a corporation or partnership for federal income tax purposes) created or organized in, or under the laws of the United States, any State thereof or the District of Columbia unless in the case of a partnership, Treasury Regulations are adopted that provide otherwise, an estate whose income is includable in gross income for United States federal
income tax purposes regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Persons have the authority to control all substantial decisions of the trust, all within the meaning of Section 7701(a) (30) of the Code.


                    No service charge will be imposed for any registration of transfer or exchange of Class R-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.


A-25-6







                    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 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.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


A-25-7







                    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-25-8







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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-25-9







CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-25-10







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-25-11







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-25-12







EXHIBIT A-26


FORM OF CLASS Z CERTIFICATE


CLASS Z COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
 SERIES 2005-C17


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 Agreement: as of March 1, 2005
  	
  
 
  	
  
Percentage   Interest evidenced by this Class Z Certificate: 100%
  
	
   
  	
  
 
  	
  
 
  
	
  
Closing   Date:  March 30, 2005
  	
  
 
  	
  
Aggregate   Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date:   $2,723,531,639
  
	
  
 
  	
  
 
  	
  
 
  
	
  
First   Distribution Date:  April 15,   2005
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Master   Servicer:  Wachovia Bank, National   Association
  	
  
 
  	
  
Trustee:   Wells Fargo Bank, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  Special   Servicer:  Allied Capital Corporation
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Certificate   No. Z-1
  	
  
 
  	
  
 
  




THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT. 


THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK, N.A., WACHOVIA BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.


THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH


A-26-1







REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN (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 Allied Capital Corporation is the registered owner of the Percentage Interest evidenced by this Class Z Certificate (as specified above) in that certain beneficial ownership interest evidenced by all the Class Z 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), Allied Capital Corporation (herein called the “Special Servicer”, which term includes any successor entity under the Agreement) and Wells Fargo
Bank, N.A. (herein called the “Trustee”, which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Agreement.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.


                    Pursuant to the terms of the Agreement, distributions will be made on the fourth Business Day following the related Determination Date (each, a “Distribution Date”).  The Determination Date is the 11th day of each month or, if such 11th day is not a Business Day, the Business Day immediately succeeding, commencing in April 2005 (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 Certificates on the applicable Distribution Date pursuant to the Agreement.  All distributions made under the Agreement on the Class Z Certificates will be made by Wells Fargo Bank, N.A., as paying agent (the “Paying Agent”), by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such


A-26-2







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 the Mortgage Loans, all as more specifically set forth herein and in the Agreement. 


                    The Class Z 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 Certificates are exchangeable for new Class Z 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 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 Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification.  If such a transfer is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or the initial transfer thereof by the Depositor, the Underwriters or their respective affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit G-1 to the Agreement, and a certificate from such
Certificateholder’s prospective transferee substantially in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or (ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying Agent or the Certificate Registrar in their respective capacities as such), together with the written certification(s) as to the facts


A-26-3







surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective transferee on which such Opinion of Counsel is based.  None of the Depositor, the Trustee, Paying Agent or the Certificate Registrar is obligated to register or qualify the Class Z 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 Certificate without registration or qualification.  Any Class Z Certificateholder desiring to effect such a transfer shall, and by the acceptance of its Class Z Certificate agrees to, indemnify the Trustee, the Certificate Registrar, the Paying Agent and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.


                    No service charge will be imposed for any registration of transfer or exchange of Class Z 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 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 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.


                    In addition, any exchange by any Certificateholder of all of the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made:  (i) if the then outstanding Certificates (other than the Class Z, Class R-I and Class R-II Certificates) are held by a single Certificateholder and  (ii) the Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C and Class D Certificates have been paid in full.


                    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, 


A-26-4







the Special Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights allocated to the affected Classes.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Agreement also permits the amendment thereof, in certain limited circumstances, including any amendment necessary to maintain the status of the Trust Fund (or designated portions thereof) as consisting of two separate REMICs and a grantor trust, without the consent of the Holders of any of the Certificates.


                    Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.


                    The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Fund (to the extent of its rights therein) for distributions hereunder.


                    This Certificate shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws.


A-26-5







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


Dated:  March 30, 2005

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Certificate Registrar
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-26-6







CERTIFICATE OF AUTHENTICATION


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

	
  
 
  	
  
WELLS FARGO BANK,   N.A., as Authenticating Agent
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized   Representative
  




A-26-7







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-26-8







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-26-9











EXHIBIT B


MORTGAGE LOAN SCHEDULE


	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Address
  	
   
 	
  
City
  	
   
 	
  
State
  	
   
 	
  
Zip Code
  	
   
 	
  
County
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  1
  	
  
 
  	
  
1
  	
  
 
  	
  
One & Two International   Place(1)
  	
  
 
  	
  
90-150 Oliver Street
  	
  
 
  	
  
Boston
  	
  
 
  	
  
MA
  	
  
 
  	
  
02110
  	
  
 
  	
  
Suffolk
  	
  
 
  
	
  2
  	
  
 
  	
  
1
  	
  
 
  	
  
450 West 33rd Street(1)
  	
  
 
  	
  
450 West 33rd Street
  	
  
 
  	
  
New York
  	
  
 
  	
  
NY
  	
  
 
  	
  
10001
  	
  
 
  	
  
New York
  	
  
 
  
	
  
5
  	
  
 
  	
  
1
  	
  
 
  	
  
MetroPlace III & IV
  	
  
 
  	
  
2675-2677 Prosperity Drive
  	
  
 
  	
  
Fairfax
  	
  
 
  	
  
VA
  	
  
 
  	
  
22031
  	
  
 
  	
  
Fairfax
  	
  
 
  
	
  6
  	
  
 
  	
  
1
  	
  
 
  	
  
1001 Connecticut Avenue   & 1701 K Street
  	
  
 
  	
  
1001 Connecticut Avenue NW   & 1701 K Street NW
  	
  
 
  	
  
Washington
  	
  
 
  	
  
DC
  	
  
 
  	
  
20036
  	
  
 
  	
  
District Of Columbia
  	
  
 
  
	
  
9
  	
  
 
  	
  
1
  	
  
 
  	
  
Falchi Building
  	
  
 
  	
  
31-00 47th Avenue
  	
  
 
  	
  
Long Island City
  	
  
 
  	
  
NY
  	
  
 
  	
  
11101
  	
  
 
  	
  
Queens
  	
  
 
  
	
  12
  	
  
 
  	
  
1
  	
  
 
  	
  
Cabrillo Palisades
  	
  
 
  	
  
7901 Harmarsh Street
  	
  
 
  	
  
San Diego
  	
  
 
  	
  
CA
  	
  
 
  	
  
92123
  	
  
 
  	
  
San Diego
  	
  
 
  
	
  
14
  	
  
 
  	
  
1
  	
  
 
  	
  
One Fair Oaks
  	
  
 
  	
  
4114 Legato Road
  	
  
 
  	
  
Fairfax
  	
  
 
  	
  
VA
  	
  
 
  	
  
22033
  	
  
 
  	
  
Fairfax
  	
  
 
  
	
  16
  	
  
 
  	
  
1
  	
  
 
  	
  
Cadbury Schweppes
  	
  
 
  	
  
945 Route 10
  	
  
 
  	
  
Whippany
  	
  
 
  	
  
NJ
  	
  
 
  	
  
07981
  	
  
 
  	
  
Morris
  	
  
 
  
	
  
18
  	
  
 
  	
  
1
  	
  
 
  	
  
Choice Center
  	
  
 
  	
  
10720, 10750, 10770   Columbia Pike
  	
  
 
  	
  
Silver Spring
  	
  
 
  	
  
MD
  	
  
 
  	
  
20901
  	
  
 
  	
  
Montgomery
  	
  
 
  
	
  20
  	
  
 
  	
  
1
  	
  
 
  	
  
Renaissance West Retail   Center
  	
  
 
  	
  
4001 South Decatur   Boulevard
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
  
 
  	
  
89103
  	
  
 
  	
  
Clark
  	
  
 
  
	
  
21
  	
  
 
  	
  
1
  	
  
 
  	
  
253 Summer Street
  	
  
 
  	
  
253 Summer Street &   11,19,29 Melcher Street
  	
  
 
  	
  
Boston
  	
  
 
  	
  
MA
  	
  
 
  	
  
02110
  	
  
 
  	
  
Suffolk
  	
  
 
  
	
  22
  	
  
 
  	
  
1
  	
  
 
  	
  
122 C Street
  	
  
 
  	
  
122 C Street NW
  	
  
 
  	
  
Washington
  	
  
 
  	
  
DC
  	
  
 
  	
  
20001
  	
  
 
  	
  
District of Columbia
  	
  
 
  
	
  
23
  	
  
 
  	
  
2
  	
  
 
  	
  
Sterling University Vista   Apartments
  	
  
 
  	
  
625 Cantrill Drive
  	
  
 
  	
  
Davis
  	
  
 
  	
  
CA
  	
  
 
  	
  
95616
  	
  
 
  	
  
Yolo
  	
  
 
  
	
  24
  	
  
 
  	
  
1
  	
  
 
  	
  
Princess Anne Plaza
  	
  
 
  	
  
3333 Virginia Beach   Boulevard
  	
  
 
  	
  
Virginia Beach
  	
  
 
  	
  
VA
  	
  
 
  	
  
23452
  	
  
 
  	
  
Virginia Beach City
  	
  
 
  
	
  
25
  	
  
 
  	
  
2
  	
  
 
  	
  
AMLI at Bent Tree   Apartments
  	
  
 
  	
  
3901 and 3930 Accent Drive
  	
  
 
  	
  
Dallas
  	
  
 
  	
  
TX
  	
  
 
  	
  
75287
  	
  
 
  	
  
Dallas
  	
  
 
  
	
  26
  	
  
 
  	
  
1
  	
  
 
  	
  
Wachovia Tower
  	
  
 
  	
  
300 North Greene Street
  	
  
 
  	
  
Greensboro
  	
  
 
  	
  
NC
  	
  
 
  	
  
27401
  	
  
 
  	
  
Guilford
  	
  
 
  
	
  
27
  	
  
 
  	
  
1
  	
  
 
  	
  
200 Varick Street
  	
  
 
  	
  
200 Varick Street
  	
  
 
  	
  
New York
  	
  
 
  	
  
NY
  	
  
 
  	
  
10014
  	
  
 
  	
  
New York
  	
  
 
  
	
  28
  	
  
 
  	
  
1
  	
  
 
  	
  
Westview Promenade
  	
  
 
  	
  
5243 Buckeystown Pike
  	
  
 
  	
  
Frederick
  	
  
 
  	
  
MD
  	
  
 
  	
  
21703
  	
  
 
  	
  
Frederick
  	
  
 
  
	
  
30
  	
  
 
  	
  
2
  	
  
 
  	
  
Pine Lake Apartmxents
  	
  
 
  	
  
7700 Pine Lakes Boulevard
  	
  
 
  	
  
Port Saint Lucie
  	
  
 
  	
  
FL
  	
  
 
  	
  
34952
  	
  
 
  	
  
Saint Lucie
  	
  
 
  
	
  31
  	
  
 
  	
  
1
  	
  
 
  	
  
Sylvan Corporate Center
  	
  
 
  	
  
910 & 920 Sylvan Avenue
  	
  
 
  	
  
Englewood Cliffs
  	
  
 
  	
  
NJ
  	
  
 
  	
  
07632
  	
  
 
  	
  
Bergen
  	
  
 
  
	
  
32
  	
  
 
  	
  
1
  	
  
 
  	
  
Plaza at Puente Hills
  	
  
 
  	
  
17877 - 18271 Gale Avenue
  	
  
 
  	
  
City of Industry
  	
  
 
  	
  
CA
  	
  
 
  	
  
91748
  	
  
 
  	
  
Los Angeles
  	
  
 
  
	
  33
  	
  
 
  	
  
1
  	
  
 
  	
  
One Bunker Hill Office   Building
  	
  
 
  	
  
601 West 5th Street
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
  
 
  	
  
90071
  	
  
 
  	
  
Los Angeles
  	
  
 
  
	
  
34
  	
  
 
  	
  
1
  	
  
 
  	
  
Deer Valley Office Park
  	
  
 
  	
  
20410 & 20430 North   19th Avenue
  	
  
 
  	
  
Phoenix
  	
  
 
  	
  
AZ
  	
  
 
  	
  
85027
  	
  
 
  	
  
Maricopa
  	
  
 
  
	
  37
  	
  
 
  	
  
2
  	
  
 
  	
  
Appling Lakes at Cordova   Club Apartments
  	
  
 
  	
  
1392 Equestrian Drive
  	
  
 
  	
  
Cordova
  	
  
 
  	
  
TN
  	
  
 
  	
  
38120
  	
  
 
  	
  
Shelby
  	
  
 
  
	
  
38
  	
  
 
  	
  
2
  	
  
 
  	
  
Spring Canyon Apartments
  	
  
 
  	
  
4510 Spring Canyon Heights
  	
  
 
  	
  
Colorado Springs
  	
  
 
  	
  
CO
  	
  
 
  	
  
80907
  	
  
 
  	
  
El Paso
  	
  
 
  
	
  39
  	
  
 
  	
  
1
  	
  
 
  	
  
Artesia Oasis Plaza
  	
  
 
  	
  
17831 - 18007 Pioneer   Boulevard
  	
  
 
  	
  
Artesia
  	
  
 
  	
  
CA
  	
  
 
  	
  
90701
  	
  
 
  	
  
Los Angeles
  	
  
 
  
	
  
41
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Las   Vegas, NV
  	
  
 
  	
  
3225 Paradise Road
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
  
 
  	
  
89109
  	
  
 
  	
  
Clark
  	
  
 
  
	
  42
  	
  
 
  	
  
1
  	
  
 
  	
  
Shops at Abilene (Phase 1)
  	
  
 
  	
  
3417 Catclaw Drive
  	
  
 
  	
  
Abilene
  	
  
 
  	
  
TX
  	
  
 
  	
  
79606
  	
  
 
  	
  
Taylor
  	
  
 
  
	
  
47
  	
  
 
  	
  
2
  	
  
 
  	
  
Inverness Landing
  	
  
 
  	
  
100 Inverness Lane
  	
  
 
  	
  
Birmingham
  	
  
 
  	
  
AL
  	
  
 
  	
  
33324
  	
  
 
  	
  
Shelby
  	
  
 
  
	
  51
  	
  
 
  	
  
2
  	
  
 
  	
  
The Falls at Duraleigh
  	
  
 
  	
  
4518 Tournament Drive
  	
  
 
  	
  
Raleigh
  	
  
 
  	
  
NC
  	
  
 
  	
  
27612
  	
  
 
  	
  
Wake
  	
  
 
  
	
  
52
  	
  
 
  	
  
2
  	
  
 
  	
  
Sutton Plaza
  	
  
 
  	
  
1230 13th Street NW
  	
  
 
  	
  
Washington
  	
  
 
  	
  
DC
  	
  
 
  	
  
20005
  	
  
 
  	
  
District Of Columbia
  	
  
 
  
	
  58
  	
  
 
  	
  
2
  	
  
 
  	
  
One Dartmouth Place
  	
  
 
  	
  
11100 East Dartmouth Avenue
  	
  
 
  	
  
Aurora
  	
  
 
  	
  
CO
  	
  
 
  	
  
80014
  	
  
 
  	
  
Denver
  	
  
 
  
	
  
59
  	
  
 
  	
  
1
  	
  
 
  	
  
Seventeen Mile Drive   Apartments
  	
  
 
  	
  
1012 Pacific Grove Lane
  	
  
 
  	
  
Pacific Grove
  	
  
 
  	
  
CA
  	
  
 
  	
  
93950
  	
  
 
  	
  
Monterey
  	
  
 
  
	
  60
  	
  
 
  	
  
1
  	
  
 
  	
  
Boca Corporate Center
  	
  
 
  	
  
7777 Glades Road
  	
  
 
  	
  
Boca Raton
  	
  
 
  	
  
FL
  	
  
 
  	
  
33434
  	
  
 
  	
  
Palm Beach
  	
  
 
  
	
  
63
  	
  
 
  	
  
2
  	
  
 
  	
  
The Riviera Apartments
  	
  
 
  	
  
1505 North Canyon Road
  	
  
 
  	
  
Provo
  	
  
 
  	
  
UT
  	
  
 
  	
  
84604
  	
  
 
  	
  
Utah
  	
  
 
  
	
  64
  	
  
 
  	
  
1
  	
  
 
  	
  
700 North Sacramento
  	
  
 
  	
  
700 North Sacramento   Boulevard
  	
  
 
  	
  
Chicago
  	
  
 
  	
  
IL
  	
  
 
  	
  
60612
  	
  
 
  	
  
Cook
  	
  
 
  
	
  
65
  	
  
 
  	
  
1
  	
  
 
  	
  
Grayson Village Shopping   Center
  	
  
 
  	
  
2715 Loganville Highway
  	
  
 
  	
  
Grayson
  	
  
 
  	
  
GA
  	
  
 
  	
  
30052
  	
  
 
  	
  
Gwinnett
  	
  
 
  
	
  66
  	
  
 
  	
  
2
  	
  
 
  	
  
Courtyards Apartments
  	
  
 
  	
  
8810 Courtyard Way
  	
  
 
  	
  
Knoxville
  	
  
 
  	
  
TN
  	
  
 
  	
  
37931
  	
  
 
  	
  
Knox
  	
  
 
  
	
  
68
  	
  
 
  	
  
2
  	
  
 
  	
  
32-40 Boylston Street
  	
  
 
  	
  
32-40 Boylston Street
  	
  
 
  	
  
Boston
  	
  
 
  	
  
MA
  	
  
 
  	
  
02116
  	
  
 
  	
  
Suffolk
  	
  
 
  
	
  69
  	
  
 
  	
  
1
  	
  
 
  	
  
CenterPlace of Greeley   Phase II
  	
  
 
  	
  
4224 & 4330 Centerplace   Drive
  	
  
 
  	
  
Greeley
  	
  
 
  	
  
CO
  	
  
 
  	
  
80634
  	
  
 
  	
  
Weld
  	
  
 
  
	
  
70
  	
  
 
  	
  
1
  	
  
 
  	
  
Chesterfield Commons   Village
  	
  
 
  	
  
17201-17249 Chesterfield   Airport Road
  	
  
 
  	
  
Chesterfield
  	
  
 
  	
  
MO
  	
  
 
  	
  
63005
  	
  
 
  	
  
St. Louis
  	
  
 
  
	
  71
  	
  
 
  	
  
1
  	
  
 
  	
  
The Plaza Shopping Center
  	
  
 
  	
  
8102-8272 South Lewis   Avenue
  	
  
 
  	
  
Tulsa
  	
  
 
  	
  
OK
  	
  
 
  	
  
74137
  	
  
 
  	
  
Tulsa
  	
  
 
  
	
  
75
  	
  
 
  	
  
2
  	
  
 
  	
  
The Grove Apartments
  	
  
 
  	
  
1526 West Candletree Drive
  	
  
 
  	
  
Peoria
  	
  
 
  	
  
IL
  	
  
 
  	
  
61614
  	
  
 
  	
  
Peoria
  	
  
 
  
	
  77
  	
  
 
  	
  
2
  	
  
 
  	
  
Waterford Place Apartments
  	
  
 
  	
  
1055 West Baseline Road
  	
  
 
  	
  
Mesa
  	
  
 
  	
  
AZ
  	
  
 
  	
  
85210
  	
  
 
  	
  
Maricopa
  	
  
 
  
	
  
79
  	
  
 
  	
  
1
  	
  
 
  	
  
Marathon Center
  	
  
 
  	
  
2323 East Capitol Drive
  	
  
 
  	
  
Appleton
  	
  
 
  	
  
WI
  	
  
 
  	
  
54911
  	
  
 
  	
  
Outagamie
  	
  
 
  
	
  80
  	
  
 
  	
  
2
  	
  
 
  	
  
Camden Plaza
  	
  
 
  	
  
611 Rugby Road
  	
  
 
  	
  
Charlottesville
  	
  
 
  	
  
VA
  	
  
 
  	
  
22903
  	
  
 
  	
  
Albemarle
  	
  
 
  
	
  
82
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Santa   Fe, NM
  	
  
 
  	
  
1698 Galisteo Street
  	
  
 
  	
  
Santa Fe
  	
  
 
  	
  
NM
  	
  
 
  	
  
87505
  	
  
 
  	
  
Santa Fe
  	
  
 
  
	
  84
  	
  
 
  	
  
1
  	
  
 
  	
  
Golden Park Village   Shopping Center
  	
  
 
  	
  
4840 Golden Parkway
  	
  
 
  	
  
Buford
  	
  
 
  	
  
GA
  	
  
 
  	
  
30518
  	
  
 
  	
  
Hall
  	
  
 
  
	
  
86
  	
  
 
  	
  
1
  	
  
 
  	
  
Park 140 Office Park
  	
  
 
  	
  
2405-2515 140th Avenue   Northeast
  	
  
 
  	
  
Bellevue
  	
  
 
  	
  
WA
  	
  
 
  	
  
98005
  	
  
 
  	
  
King
  	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Cut-Off   Date
   Loan Balance ($)
  	
   
 	
  
Monthly   P&I
   Payments ($)
  	
   
 	
  
Grace
   Days
  	
   
 	
  
Mortgage
   Rate (%)
  	
   
 	
  
Number of
   Units
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  1
  	
  
 
  	
  
1
  	
  
 
  	
  
One & Two International   Place(1)
  	
   
 	
  
216,000,000.00
  	
  
 
  	
  
1,186,746.76
  	
  
 
  	
   
 	
  
 
  	
  
5.2050%
  	
  
 
  	
  
1,852,501
  	
  
 
  
	
  2
  	
  
 
  	
  
1
  	
  
 
  	
  
450 West 33rd Street(1)
  	
   
 	
  
132,500,000.00
  	
  
 
  	
  
753,921.17
  	
  
 
  	
   
 	
  
 
  	
  
5.1000%
  	
  
 
  	
  
1,672,237
  	
  
 
  
	
  
5
  	
  
 
  	
  
1
  	
  
 
  	
  
MetroPlace III & IV
  	
   
 	
  
55,000,000.00
  	
  
 
  	
  
302,350.84
  	
  
 
  	
   
 	
  
 
  	
  
5.2100%
  	
  
 
  	
  
339,800
  	
  
 
  
	
  6
  	
  
 
  	
  
1
  	
  
 
  	
  
1001 Connecticut Avenue   & 1701 K Street
  	
   
 	
  
53,000,000.00
  	
  
 
  	
  
286,462.11
  	
  
 
  	
   
 	
  
 
  	
  
5.0600%
  	
  
 
  	
  
219,029
  	
  
 
  
	
  
9
  	
  
 
  	
  
1
  	
  
 
  	
  
Falchi Building
  	
   
 	
  
47,000,000.00
  	
  
 
  	
  
275,773.93
  	
  
 
  	
   
 	
  
 
  	
  
5.8000%
  	
  
 
  	
  
638,712
  	
  
 
  
	
  12
  	
  
 
  	
  
1
  	
  
 
  	
  
Cabrillo Palisades
  	
   
 	
  
43,000,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.5700%
  	
  
 
  	
  
369
  	
  
 
  
	
  
14
  	
  
 
  	
  
1
  	
  
 
  	
  
One Fair Oaks
  	
   
 	
  
40,000,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
4.7800%
  	
  
 
  	
  
214,214
  	
  
 
  
	
  16
  	
  
 
  	
  
1
  	
  
 
  	
  
Cadbury Schweppes
  	
   
 	
  
36,000,000.00
  	
  
 
  	
  
202,900.61
  	
  
 
  	
   
 	
  
 
  	
  
5.2600%
  	
  
 
  	
  
149,475
  	
  
 
  
	
  
18
  	
  
 
  	
  
1
  	
  
 
  	
  
Choice Center
  	
   
 	
  
32,516,547.47
  	
  
 
  	
  
Steps(2)
  	
  
 
  	
   
 	
  
 
  	
  
5.3000%
  	
  
 
  	
  
223,912
  	
  
 
  
	
  20
  	
  
 
  	
  
1
  	
  
 
  	
  
Renaissance West Retail   Center
  	
   
 	
  
29,250,000.00
  	
  
 
  	
  
163,153.94
  	
  
 
  	
   
 	
  
 
  	
  
5.3400%
  	
  
 
  	
  
169,334
  	
  
 
  
	
  
21
  	
  
 
  	
  
1
  	
  
 
  	
  
253 Summer Street
  	
   
 	
  
29,000,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.5000%
  	
  
 
  	
  
192,220
  	
  
 
  
	
  22
  	
  
 
  	
  
1
  	
  
 
  	
  
122 C Street
  	
   
 	
  
28,600,000.00
  	
  
 
  	
  
152,135.71
  	
  
 
  	
   
 	
  
 
  	
  
4.9200%
  	
  
 
  	
  
113,283
  	
  
 
  
	
  
23
  	
  
 
  	
  
2
  	
  
 
  	
  
Sterling University Vista   Apartments
  	
   
 	
  
28,000,000.00
  	
  
 
  	
  
159,508.35
  	
  
 
  	
   
 	
  
 
  	
  
5.5300%
  	
  
 
  	
  
132
  	
  
 
  
	
  24
  	
  
 
  	
  
1
  	
  
 
  	
  
Princess Anne Plaza
  	
   
 	
  
27,931,791.95
  	
  
 
  	
  
154,964.07
  	
  
 
  	
   
 	
  
 
  	
  
5.2700%
  	
  
 
  	
  
326,282
  	
  
 
  
	
  
25
  	
  
 
  	
  
2
  	
  
 
  	
  
AMLI at Bent Tree Apartments
  	
   
 	
  
27,475,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.4700%
  	
  
 
  	
  
500
  	
  
 
  
	
  26
  	
  
 
  	
  
1
  	
  
 
  	
  
Wachovia Tower
  	
   
 	
  
27,375,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
4.8200%
  	
  
 
  	
  
324,603
  	
  
 
  
	
  
27
  	
  
 
  	
  
1
  	
  
 
  	
  
200 Varick Street
  	
   
 	
  
27,000,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
4.8800%
  	
  
 
  	
  
400,061
  	
  
 
  
	
  28
  	
  
 
  	
  
1
  	
  
 
  	
  
Westview Promenade
  	
   
 	
  
26,962,756.97
  	
  
 
  	
  
155,683.03
  	
  
 
  	
   
 	
  
 
  	
  
5.6400%
  	
  
 
  	
  
158,636
  	
  
 
  
	
  
30
  	
  
 
  	
  
2
  	
  
 
  	
  
Pine Lake Apartmxents
  	
   
 	
  
24,240,000.00
  	
  
 
  	
  
142,846.98
  	
  
 
  	
   
 	
  
 
  	
  
5.8400%
  	
  
 
  	
  
320
  	
  
 
  
	
  31
  	
  
 
  	
  
1
  	
  
 
  	
  
Sylvan Corporate Center
  	
   
 	
  
24,000,000.00
  	
  
 
  	
  
131,490.25
  	
  
 
  	
   
 	
  
 
  	
  
5.1800%
  	
  
 
  	
  
137,932
  	
  
 
  
	
  
32
  	
  
 
  	
  
1
  	
  
 
  	
  
Plaza at Puente Hills
  	
   
 	
  
23,900,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.6800%
  	
  
 
  	
  
177,933
  	
  
 
  
	
  33
  	
  
 
  	
  
1
  	
  
 
  	
  
One Bunker Hill Office   Building
  	
   
 	
  
23,500,000.00
  	
  
 
  	
  
129,913.46
  	
  
 
  	
   
 	
  
 
  	
  
5.2600%
  	
  
 
  	
  
242,200
  	
  
 
  
	
  
34
  	
  
 
  	
  
1
  	
  
 
  	
  
Deer Valley Office Park
  	
   
 	
  
22,800,000.00
  	
  
 
  	
  
122,116.79
  	
  
 
  	
   
 	
  
 
  	
  
4.9800%
  	
  
 
  	
  
175,209
  	
  
 
  
	
  37
  	
  
 
  	
  
2
  	
  
 
  	
  
Appling Lakes at Cordova   Club Apartments
  	
   
 	
  
22,100,000.00
  	
  
 
  	
  
120,671.80
  	
  
 
  	
   
 	
  
 
  	
  
5.1500%
  	
  
 
  	
  
312
  	
  
 
  
	
  
38
  	
  
 
  	
  
2
  	
  
 
  	
  
Spring Canyon Apartments
  	
   
 	
  
21,557,000.00
  	
  
 
  	
  
116,911.26
  	
  
 
  	
   
 	
  
 
  	
  
5.0900%
  	
  
 
  	
  
292
  	
  
 
  
	
  39
  	
  
 
  	
  
1
  	
  
 
  	
  
Artesia Oasis Plaza
  	
   
 	
  
21,500,000.00
  	
  
 
  	
  
118,191.69
  	
  
 
  	
   
 	
  
 
  	
  
5.2100%
  	
  
 
  	
  
79,675
  	
  
 
  
	
  
41
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Las   Vegas, NV
  	
   
 	
  
20,625,000.00
  	
  
 
  	
  
144,198.15
  	
  
 
  	
   
 	
  
 
  	
  
6.8800%
  	
  
 
  	
  
192
  	
  
 
  
	
  42
  	
  
 
  	
  
1
  	
  
 
  	
  
Shops at Abilene (Phase 1)
  	
   
 	
  
20,080,000.00
  	
  
 
  	
  
115,655.20
  	
  
 
  	
   
 	
  
 
  	
  
5.6300%
  	
  
 
  	
  
180,088
  	
  
 
  
	
  
47
  	
  
 
  	
  
2
  	
  
 
  	
  
Inverness Landing
  	
   
 	
  
16,176,354.94
  	
  
 
  	
  
88,157.06
  	
  
 
  	
   
 	
  
 
  	
  
5.1200%
  	
  
 
  	
  
322
  	
  
 
  
	
  51
  	
  
 
  	
  
2
  	
  
 
  	
  
The Falls at Duraleigh
  	
   
 	
  
15,500,000.00
  	
  
 
  	
  
87,618.69
  	
  
 
  	
   
 	
  
 
  	
  
5.4600%
  	
  
 
  	
  
396
  	
  
 
  
	
  
52
  	
  
 
  	
  
2
  	
  
 
  	
  
Sutton Plaza
  	
   
 	
  
14,479,433.41
  	
  
 
  	
  
81,241.03
  	
  
 
  	
   
 	
  
 
  	
  
5.3800%
  	
  
 
  	
  
176
  	
  
 
  
	
  58
  	
  
 
  	
  
2
  	
  
 
  	
  
One Dartmouth Place
  	
   
 	
  
12,650,000.00
  	
  
 
  	
  
69,697.15
  	
  
 
  	
   
 	
  
 
  	
  
5.2300%
  	
  
 
  	
  
418
  	
  
 
  
	
  
59
  	
  
 
  	
  
1
  	
  
 
  	
  
Seventeen Mile Drive   Apartments
  	
   
 	
  
12,000,000.00
  	
  
 
  	
  
64,565.35
  	
  
 
  	
   
 	
  
 
  	
  
5.0200%
  	
  
 
  	
  
84
  	
  
 
  
	
  60
  	
  
 
  	
  
1
  	
  
 
  	
  
Boca Corporate Center
  	
   
 	
  
11,250,000.00
  	
  
 
  	
  
63,242.46
  	
  
 
  	
   
 	
  
 
  	
  
5.4100%
  	
  
 
  	
  
73,353
  	
  
 
  
	
  
63
  	
  
 
  	
  
2
  	
  
 
  	
  
The Riviera Apartments
  	
   
 	
  
11,000,000.00
  	
  
 
  	
  
60,810.56
  	
  
 
  	
   
 	
  
 
  	
  
5.2600%
  	
  
 
  	
  
137
  	
  
 
  
	
  64
  	
  
 
  	
  
1
  	
  
 
  	
  
700 North Sacramento
  	
   
 	
  
10,734,964.94
  	
  
 
  	
  
61,104.78
  	
  
 
  	
   
 	
  
 
  	
  
5.5100%
  	
  
 
  	
  
149,587
  	
  
 
  
	
  
65
  	
  
 
  	
  
1
  	
  
 
  	
  
Grayson Village Shopping   Center
  	
   
 	
  
10,573,923.36
  	
  
 
  	
  
58,271.25
  	
  
 
  	
   
 	
  
 
  	
  
5.2100%
  	
  
 
  	
  
83,154
  	
  
 
  
	
  66
  	
  
 
  	
  
2
  	
  
 
  	
  
Courtyards Apartments
  	
   
 	
  
10,500,000.00
  	
  
 
  	
  
55,917.93
  	
  
 
  	
   
 	
  
 
  	
  
4.9300%
  	
  
 
  	
  
164
  	
  
 
  
	
  
68
  	
  
 
  	
  
2
  	
  
 
  	
  
32-40 Boylston Street
  	
   
 	
  
10,000,000.00
  	
  
 
  	
  
55,530.47
  	
  
 
  	
   
 	
  
 
  	
  
5.3000%
  	
  
 
  	
  
48
  	
  
 
  
	
  69
  	
  
 
  	
  
1
  	
  
 
  	
  
CenterPlace of Greeley   Phase II
  	
   
 	
  
10,000,000.00
  	
  
 
  	
  
55,903.65
  	
  
 
  	
   
 	
  
 
  	
  
5.3600%
  	
  
 
  	
  
98,124
  	
  
 
  
	
  
70
  	
  
 
  	
  
1
  	
  
 
  	
  
Chesterfield Commons   Village
  	
   
 	
  
9,477,419.74
  	
  
 
  	
  
53,464.09
  	
  
 
  	
   
 	
  
 
  	
  
5.4200%
  	
  
 
  	
  
46,742
  	
  
 
  
	
  71
  	
  
 
  	
  
1
  	
  
 
  	
  
The Plaza Shopping Center
  	
   
 	
  
9,200,000.00
  	
  
 
  	
  
50,121.11
  	
  
 
  	
   
 	
  
 
  	
  
5.1300%
  	
  
 
  	
  
151,938
  	
  
 
  
	
  
75
  	
  
 
  	
  
2
  	
  
 
  	
  
The Grove Apartments
  	
   
 	
  
9,000,000.00
  	
  
 
  	
  
48,258.96
  	
  
 
  	
   
 	
  
 
  	
  
4.9900%
  	
  
 
  	
  
318
  	
  
 
  
	
  77
  	
  
 
  	
  
2
  	
  
 
  	
  
Waterford Place Apartments
  	
   
 	
  
9,000,000.00
  	
  
 
  	
  
49,921.54
  	
  
 
  	
   
 	
  
 
  	
  
5.2900%
  	
  
 
  	
  
200
  	
  
 
  
	
  
79
  	
  
 
  	
  
1
  	
  
 
  	
  
Marathon Center
  	
   
 	
  
8,219,562.42
  	
  
 
  	
  
45,043.34
  	
  
 
  	
   
 	
  
 
  	
  
5.1600%
  	
  
 
  	
  
70,630
  	
  
 
  
	
  80
  	
  
 
  	
  
2
  	
  
 
  	
  
Camden Plaza
  	
   
 	
  
8,200,000.00
  	
  
 
  	
  
46,713.16
  	
  
 
  	
   
 	
  
 
  	
  
5.5300%
  	
  
 
  	
  
51
  	
  
 
  
	
  
82
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Santa   Fe, NM
  	
   
 	
  
8,050,000.00
  	
  
 
  	
  
56,280.97
  	
  
 
  	
   
 	
  
 
  	
  
6.8800%
  	
  
 
  	
  
120
  	
  
 
  
	
  84
  	
  
 
  	
  
1
  	
  
 
  	
  
Golden Park Village   Shopping Center
  	
   
 	
  
7,900,643.56
  	
  
 
  	
  
43,734.53
  	
  
 
  	
   
 	
  
 
  	
  
5.2500%
  	
  
 
  	
  
68,738
  	
  
 
  
	
  
86
  	
  
 
  	
  
1
  	
  
 
  	
  
Park 140 Office Park
  	
   
 	
  
7,795,000.00
  	
  
 
  	
  
42,036.01
  	
  
 
  	
   
 	
  
 
  	
  
5.0400%
  	
  
 
  	
  
116,950
  	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group   
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Unit of
   Measure
  	
   
 	
  
Original   Term
   to Maturity or
   ARD (Mos.)
  	
   
 	
  
Remaining
   Term to
   Maturity or
   ARD (Mos.)
  	
   
 	
  
Maturity   Date
   or ARD
  	
   
 	
  
Original
   Amort Term
   (Mos.)
  	
   
 	
  
Remaining   Amort Term (Mos.)
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  1
  	
  
 
  	
  
1
  	
  
 
  	
  
One & Two International   Place(1)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  2
  	
  
 
  	
  
1
  	
  
 
  	
  
450 West 33rd Street(1)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
324
  	
  
 
  	
  
324
  	
  
 
  
	
  
5
  	
  
 
  	
  
1
  	
  
 
  	
  
MetroPlace III & IV
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  6
  	
  
 
  	
  
1
  	
  
 
  	
  
1001 Connecticut Avenue   & 1701 K Street
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
84
  	
  
 
  	
  
83
  	
  
 
  	
  
02/11/12
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
9
  	
  
 
  	
  
1
  	
  
 
  	
  
Falchi Building
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
60
  	
  
 
  	
  
03/11/10
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  12
  	
  
 
  	
  
1
  	
  
 
  	
  
Cabrillo Palisades
  	
   
 	
  
Units
  	
  
 
  	
  
60
  	
  
 
  	
  
59
  	
  
 
  	
  
02/11/10
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
14
  	
  
 
  	
  
1
  	
  
 
  	
  
One Fair Oaks
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
59
  	
  
 
  	
  
02/11/10
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  16
  	
  
 
  	
  
1
  	
  
 
  	
  
Cadbury Schweppes
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
344
  	
  
 
  	
  
344
  	
  
 
  
	
  
18
  	
  
 
  	
  
1
  	
  
 
  	
  
Choice Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
101
  	
  
 
  	
  
98
  	
  
 
  	
  
05/11/13
  	
  
 
  	
  
Varies
  	
  
 
  	
  
Varies
  	
  
 
  
	
  20
  	
  
 
  	
  
1
  	
  
 
  	
  
Renaissance West Retail   Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
21
  	
  
 
  	
  
1
  	
  
 
  	
  
253 Summer Street
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  22
  	
  
 
  	
  
1
  	
  
 
  	
  
122 C Street
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
84
  	
  
 
  	
  
81
  	
  
 
  	
  
12/11/11
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
23
  	
  
 
  	
  
2
  	
  
 
  	
  
Sterling University Vista   Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
115
  	
  
 
  	
  
10/11/14
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  24
  	
  
 
  	
  
1
  	
  
 
  	
  
Princess Anne Plaza
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
358
  	
  
 
  
	
  
25
  	
  
 
  	
  
2
  	
  
 
  	
  
AMLI at Bent Tree   Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  26
  	
  
 
  	
  
1
  	
  
 
  	
  
Wachovia Tower
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
58
  	
  
 
  	
  
01/11/10
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
27
  	
  
 
  	
  
1
  	
  
 
  	
  
200 Varick Street
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  28
  	
  
 
  	
  
1
  	
  
 
  	
  
Westview Promenade
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
30
  	
  
 
  	
  
2
  	
  
 
  	
  
Pine Lake Apartmxents
  	
   
 	
  
Units
  	
  
 
  	
  
117
  	
  
 
  	
  
115
  	
  
 
  	
  
10/11/14
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  31
  	
  
 
  	
  
1
  	
  
 
  	
  
Sylvan Corporate Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
32
  	
  
 
  	
  
1
  	
  
 
  	
  
Plaza at Puente Hills
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  33
  	
  
 
  	
  
1
  	
  
 
  	
  
One Bunker Hill Office   Building
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
34
  	
  
 
  	
  
1
  	
  
 
  	
  
Deer Valley Office Park
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
60
  	
  
 
  	
  
03/11/10
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  37
  	
  
 
  	
  
2
  	
  
 
  	
  
Appling Lakes at Cordova   Club Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
84
  	
  
 
  	
  
84
  	
  
 
  	
  
03/11/12
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
38
  	
  
 
  	
  
2
  	
  
 
  	
  
Spring Canyon Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
117
  	
  
 
  	
  
12/11/14
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  39
  	
  
 
  	
  
1
  	
  
 
  	
  
Artesia Oasis Plaza
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
41
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Las   Vegas, NV
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  42
  	
  
 
  	
  
1
  	
  
 
  	
  
Shops at Abilene (Phase 1)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
47
  	
  
 
  	
  
2
  	
  
 
  	
  
Inverness Landing
  	
   
 	
  
Units
  	
  
 
  	
  
60
  	
  
 
  	
  
59
  	
  
 
  	
  
02/11/10
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  51
  	
  
 
  	
  
2
  	
  
 
  	
  
The Falls at Duraleigh
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
52
  	
  
 
  	
  
2
  	
  
 
  	
  
Sutton Plaza
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  58
  	
  
 
  	
  
2
  	
  
 
  	
  
One Dartmouth Place
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
59
  	
  
 
  	
  
1
  	
  
 
  	
  
Seventeen Mile Drive   Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
60
  	
  
 
  	
  
59
  	
  
 
  	
  
02/11/10
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  60
  	
  
 
  	
  
1
  	
  
 
  	
  
Boca Corporate Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
63
  	
  
 
  	
  
2
  	
  
 
  	
  
The Riviera Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  64
  	
  
 
  	
  
1
  	
  
 
  	
  
700 North Sacramento
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
65
  	
  
 
  	
  
1
  	
  
 
  	
  
Grayson Village Shopping   Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
358
  	
  
 
  
	
  66
  	
  
 
  	
  
2
  	
  
 
  	
  
Courtyards Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
84
  	
  
 
  	
  
83
  	
  
 
  	
  
02/11/12
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
68
  	
  
 
  	
  
2
  	
  
 
  	
  
32-40 Boylston Street
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  69
  	
  
 
  	
  
1
  	
  
 
  	
  
CenterPlace of Greeley   Phase II
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
70
  	
  
 
  	
  
1
  	
  
 
  	
  
Chesterfield Commons   Village
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
358
  	
  
 
  
	
  71
  	
  
 
  	
  
1
  	
  
 
  	
  
The Plaza Shopping Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
56
  	
  
 
  	
  
11/11/09
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
75
  	
  
 
  	
  
2
  	
  
 
  	
  
The Grove Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
55
  	
  
 
  	
  
50
  	
  
 
  	
  
05/11/09
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  77
  	
  
 
  	
  
2
  	
  
 
  	
  
Waterford Place Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
79
  	
  
 
  	
  
1
  	
  
 
  	
  
Marathon Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
58
  	
  
 
  	
  
01/11/10
  	
  
 
  	
  
360
  	
  
 
  	
  
358
  	
  
 
  
	
  80
  	
  
 
  	
  
2
  	
  
 
  	
  
Camden Plaza
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
82
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Santa   Fe, NM
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  84
  	
  
 
  	
  
1
  	
  
 
  	
  
Golden Park Village   Shopping Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
358
  	
  
 
  
	
  
86
  	
  
 
  	
  
1
  	
  
 
  	
  
Park 140 Office Park
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Ground   Lease
  	
   
 	
  
Master   Servicing
   Fee Rate
  	
   
 	
  
ARD Loans
  	
   
 	
  
Anticipated
   Repayment Date
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  1
  	
  
 
  	
  
1
  	
  
 
  	
  
One & Two International   Place(1)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  2
  	
  
 
  	
  
1
  	
  
 
  	
  
450 West 33rd Street(1)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
5
  	
  
 
  	
  
1
  	
  
 
  	
  
MetroPlace III & IV
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  6
  	
  
 
  	
  
1
  	
  
 
  	
  
1001 Connecticut Avenue   & 1701 K Street
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
9
  	
  
 
  	
  
1
  	
  
 
  	
  
Falchi Building
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  12
  	
  
 
  	
  
1
  	
  
 
  	
  
Cabrillo Palisades
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
14
  	
  
 
  	
  
1
  	
  
 
  	
  
One Fair Oaks
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  16
  	
  
 
  	
  
1
  	
  
 
  	
  
Cadbury Schweppes
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
03/11/15
  	
  
 
  
	
  
18
  	
  
 
  	
  
1
  	
  
 
  	
  
Choice Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  20
  	
  
 
  	
  
1
  	
  
 
  	
  
Renaissance West Retail   Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
21
  	
  
 
  	
  
1
  	
  
 
  	
  
253 Summer Street
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  22
  	
  
 
  	
  
1
  	
  
 
  	
  
122 C Street
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
23
  	
  
 
  	
  
2
  	
  
 
  	
  
Sterling University Vista   Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  24
  	
  
 
  	
  
1
  	
  
 
  	
  
Princess Anne Plaza
  	
   
 	
  
Both
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
25
  	
  
 
  	
  
2
  	
  
 
  	
  
AMLI at Bent Tree   Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  26
  	
  
 
  	
  
1
  	
  
 
  	
  
Wachovia Tower
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
27
  	
  
 
  	
  
1
  	
  
 
  	
  
200 Varick Street
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  28
  	
  
 
  	
  
1
  	
  
 
  	
  
Westview Promenade
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
30
  	
  
 
  	
  
2
  	
  
 
  	
  
Pine Lake Apartmxents
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  31
  	
  
 
  	
  
1
  	
  
 
  	
  
Sylvan Corporate Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
32
  	
  
 
  	
  
1
  	
  
 
  	
  
Plaza at Puente Hills
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
01/11/15
  	
  
 
  
	
  33
  	
  
 
  	
  
1
  	
  
 
  	
  
One Bunker Hill Office   Building
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
34
  	
  
 
  	
  
1
  	
  
 
  	
  
Deer Valley Office Park
  	
   
 	
  
Fee
  	
  
 
  	
  
0.08000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  37
  	
  
 
  	
  
2
  	
  
 
  	
  
Appling Lakes at Cordova   Club Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
38
  	
  
 
  	
  
2
  	
  
 
  	
  
Spring Canyon Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  39
  	
  
 
  	
  
1
  	
  
 
  	
  
Artesia Oasis Plaza
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
01/11/15
  	
  
 
  
	
  
41
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Las   Vegas, NV
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  42
  	
  
 
  	
  
1
  	
  
 
  	
  
Shops at Abilene (Phase 1)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
47
  	
  
 
  	
  
2
  	
  
 
  	
  
Inverness Landing
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  51
  	
  
 
  	
  
2
  	
  
 
  	
  
The Falls at Duraleigh
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
52
  	
  
 
  	
  
2
  	
  
 
  	
  
Sutton Plaza
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  58
  	
  
 
  	
  
2
  	
  
 
  	
  
One Dartmouth Place
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
59
  	
  
 
  	
  
1
  	
  
 
  	
  
Seventeen Mile Drive   Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  60
  	
  
 
  	
  
1
  	
  
 
  	
  
Boca Corporate Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
63
  	
  
 
  	
  
2
  	
  
 
  	
  
The Riviera Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  64
  	
  
 
  	
  
1
  	
  
 
  	
  
700 North Sacramento
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
65
  	
  
 
  	
  
1
  	
  
 
  	
  
Grayson Village Shopping   Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  66
  	
  
 
  	
  
2
  	
  
 
  	
  
Courtyards Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
68
  	
  
 
  	
  
2
  	
  
 
  	
  
32-40 Boylston Street
  	
   
 	
  
Both
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  69
  	
  
 
  	
  
1
  	
  
 
  	
  
CenterPlace of Greeley   Phase II
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
70
  	
  
 
  	
  
1
  	
  
 
  	
  
Chesterfield Commons   Village
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  71
  	
  
 
  	
  
1
  	
  
 
  	
  
The Plaza Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
75
  	
  
 
  	
  
2
  	
  
 
  	
  
The Grove Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  77
  	
  
 
  	
  
2
  	
  
 
  	
  
Waterford Place Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
79
  	
  
 
  	
  
1
  	
  
 
  	
  
Marathon Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  80
  	
  
 
  	
  
2
  	
  
 
  	
  
Camden Plaza
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
82
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Santa   Fe, NM
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  84
  	
  
 
  	
  
1
  	
  
 
  	
  
Golden Park Village   Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
86
  	
  
 
  	
  
1
  	
  
 
  	
  
Park 140 Office Park
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Additional   Interest Rate
  	
   
 	
  
Loan   Originator
  	
   
 	
  
Environmental   Insurance
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  1
  	
  
 
  	
  
1
  	
  
 
  	
  
One & Two International   Place(1)
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
2
  	
  
 
  	
  
1
  	
  
 
  	
  
450 West 33rd Street(1)
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  5
  	
  
 
  	
  
1
  	
  
 
  	
  
MetroPlace III & IV
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
6
  	
  
 
  	
  
1
  	
  
 
  	
  
1001 Connecticut Avenue   & 1701 K Street
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  9
  	
  
 
  	
  
1
  	
  
 
  	
  
Falchi Building
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
12
  	
  
 
  	
  
1
  	
  
 
  	
  
Cabrillo Palisades
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  14
  	
  
 
  	
  
1
  	
  
 
  	
  
One Fair Oaks
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
16
  	
  
 
  	
  
1
  	
  
 
  	
  
Cadbury Schweppes
  	
   
 	
  
Greater   of initial interest rate plus 2.5% or TCMYI plus 2.5%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  18
  	
  
 
  	
  
1
  	
  
 
  	
  
Choice Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
20
  	
  
 
  	
  
1
  	
  
 
  	
  
Renaissance West Retail   Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  21
  	
  
 
  	
  
1
  	
  
 
  	
  
253 Summer Street
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
22
  	
  
 
  	
  
1
  	
  
 
  	
  
122 C Street
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  23
  	
  
 
  	
  
2
  	
  
 
  	
  
Sterling University Vista   Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
24
  	
  
 
  	
  
1
  	
  
 
  	
  
Princess Anne Plaza
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  25
  	
  
 
  	
  
2
  	
  
 
  	
  
AMLI at Bent Tree   Apartments
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
26
  	
  
 
  	
  
1
  	
  
 
  	
  
Wachovia Tower
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  27
  	
  
 
  	
  
1
  	
  
 
  	
  
200 Varick Street
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
28
  	
  
 
  	
  
1
  	
  
 
  	
  
Westview Promenade
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  30
  	
  
 
  	
  
2
  	
  
 
  	
  
Pine Lake Apartmxents
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
31
  	
  
 
  	
  
1
  	
  
 
  	
  
Sylvan Corporate Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  32
  	
  
 
  	
  
1
  	
  
 
  	
  
Plaza at Puente Hills
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
33
  	
  
 
  	
  
1
  	
  
 
  	
  
One Bunker Hill Office   Building
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  34
  	
  
 
  	
  
1
  	
  
 
  	
  
Deer Valley Office Park
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
37
  	
  
 
  	
  
2
  	
  
 
  	
  
Appling Lakes at Cordova   Club Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  38
  	
  
 
  	
  
2
  	
  
 
  	
  
Spring Canyon Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
39
  	
  
 
  	
  
1
  	
  
 
  	
  
Artesia Oasis Plaza
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  41
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Las   Vegas, NV
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
42
  	
  
 
  	
  
1
  	
  
 
  	
  
Shops at Abilene (Phase 1)
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  47
  	
  
 
  	
  
2
  	
  
 
  	
  
Inverness Landing
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
51
  	
  
 
  	
  
2
  	
  
 
  	
  
The Falls at Duraleigh
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  52
  	
  
 
  	
  
2
  	
  
 
  	
  
Sutton Plaza
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
58
  	
  
 
  	
  
2
  	
  
 
  	
  
One Dartmouth Place
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  59
  	
  
 
  	
  
1
  	
  
 
  	
  
Seventeen Mile Drive   Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
60
  	
  
 
  	
  
1
  	
  
 
  	
  
Boca Corporate Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  63
  	
  
 
  	
  
2
  	
  
 
  	
  
The Riviera Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
64
  	
  
 
  	
  
1
  	
  
 
  	
  
700 North Sacramento
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  65
  	
  
 
  	
  
1
  	
  
 
  	
  
Grayson Village Shopping   Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
66
  	
  
 
  	
  
2
  	
  
 
  	
  
Courtyards Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  68
  	
  
 
  	
  
2
  	
  
 
  	
  
32-40 Boylston Street
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
69
  	
  
 
  	
  
1
  	
  
 
  	
  
CenterPlace of Greeley   Phase II
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  70
  	
  
 
  	
  
1
  	
  
 
  	
  
Chesterfield Commons   Village
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
71
  	
  
 
  	
  
1
  	
  
 
  	
  
The Plaza Shopping Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  75
  	
  
 
  	
  
2
  	
  
 
  	
  
The Grove Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
77
  	
  
 
  	
  
2
  	
  
 
  	
  
Waterford Place Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  79
  	
  
 
  	
  
1
  	
  
 
  	
  
Marathon Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
80
  	
  
 
  	
  
2
  	
  
 
  	
  
Camden Plaza
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  82
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Santa Fe,   NM
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
84
  	
  
 
  	
  
1
  	
  
 
  	
  
Golden Park Village   Shopping Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  86
  	
  
 
  	
  
1
  	
  
 
  	
  
Park 140 Office Park
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  




	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Cross   Collateralized and Cross Defaulted Loan Flag
  	
   
 	
  
Defeasance   Loan (Y/N)
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  1
  	
  
 
  	
  
1
  	
  
 
  	
  
One & Two International   Place(1)
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
2
  	
  
 
  	
  
1
  	
  
 
  	
  
450 West 33rd Street(1)
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  5
  	
  
 
  	
  
1
  	
  
 
  	
  
MetroPlace III & IV
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
6
  	
  
 
  	
  
1
  	
  
 
  	
  
1001 Connecticut Avenue   & 1701 K Street
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
9
  	
  
 
  	
  
1
  	
  
 
  	
  
Falchi Building
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  12
  	
  
 
  	
  
1
  	
  
 
  	
  
Cabrillo Palisades
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
14
  	
  
 
  	
  
1
  	
  
 
  	
  
One Fair Oaks
  	
   
 	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
16
  	
  
 
  	
  
1
  	
  
 
  	
  
Cadbury Schweppes
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  18
  	
  
 
  	
  
1
  	
  
 
  	
  
Choice Center
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
20
  	
  
 
  	
  
1
  	
  
 
  	
  
Renaissance West Retail   Center
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
21
  	
  
 
  	
  
1
  	
  
 
  	
  
253 Summer Street
  	
   
 	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  22
  	
  
 
  	
  
1
  	
  
 
  	
  
122 C Street
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
23
  	
  
 
  	
  
2
  	
  
 
  	
  
Sterling University Vista   Apartments
  	
   
 	
  
Davis   Pacific Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
24
  	
  
 
  	
  
1
  	
  
 
  	
  
Princess Anne Plaza
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  25
  	
  
 
  	
  
2
  	
  
 
  	
  
AMLI at Bent Tree   Apartments
  	
   
 	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
26
  	
  
 
  	
  
1
  	
  
 
  	
  
Wachovia Tower
  	
   
 	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
27
  	
  
 
  	
  
1
  	
  
 
  	
  
200 Varick Street
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  28
  	
  
 
  	
  
1
  	
  
 
  	
  
Westview Promenade
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
30
  	
  
 
  	
  
2
  	
  
 
  	
  
Pine Lake Apartmxents
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
31
  	
  
 
  	
  
1
  	
  
 
  	
  
Sylvan Corporate Center
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  32
  	
  
 
  	
  
1
  	
  
 
  	
  
Plaza at Puente Hills
  	
   
 	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
33
  	
  
 
  	
  
1
  	
  
 
  	
  
One Bunker Hill Office   Building
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
34
  	
  
 
  	
  
1
  	
  
 
  	
  
Deer Valley Office Park
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  37
  	
  
 
  	
  
2
  	
  
 
  	
  
Appling Lakes at Cordova   Club Apartments
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
38
  	
  
 
  	
  
2
  	
  
 
  	
  
Spring Canyon Apartments
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
39
  	
  
 
  	
  
1
  	
  
 
  	
  
Artesia Oasis Plaza
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  41
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Las   Vegas, NV
  	
   
 	
  
Residence   Inn Portfolio #1
  	
  
 
  	
  
Y
  	
  
 
  
	
  
42
  	
  
 
  	
  
1
  	
  
 
  	
  
Shops at Abilene (Phase 1)
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
47
  	
  
 
  	
  
2
  	
  
 
  	
  
Inverness Landing
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  51
  	
  
 
  	
  
2
  	
  
 
  	
  
The Falls at Duraleigh
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
52
  	
  
 
  	
  
2
  	
  
 
  	
  
Sutton Plaza
  	
   
 	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
58
  	
  
 
  	
  
2
  	
  
 
  	
  
One Dartmouth Place
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  59
  	
  
 
  	
  
1
  	
  
 
  	
  
Seventeen Mile Drive   Apartments
  	
   
 	
  
Davis   Pacific Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
60
  	
  
 
  	
  
1
  	
  
 
  	
  
Boca Corporate Center
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
63
  	
  
 
  	
  
2
  	
  
 
  	
  
The Riviera Apartments
  	
   
 	
  
Provo   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  64
  	
  
 
  	
  
1
  	
  
 
  	
  
700 North Sacramento
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
65
  	
  
 
  	
  
1
  	
  
 
  	
  
Grayson Village Shopping   Center
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
66
  	
  
 
  	
  
2
  	
  
 
  	
  
Courtyards Apartments
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  68
  	
  
 
  	
  
2
  	
  
 
  	
  
32-40 Boylston Street
  	
   
 	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
69
  	
  
 
  	
  
1
  	
  
 
  	
  
CenterPlace of Greeley   Phase II
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
70
  	
  
 
  	
  
1
  	
  
 
  	
  
Chesterfield Commons   Village
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  71
  	
  
 
  	
  
1
  	
  
 
  	
  
The Plaza Shopping Center
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
75
  	
  
 
  	
  
2
  	
  
 
  	
  
The Grove Apartments
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
77
  	
  
 
  	
  
2
  	
  
 
  	
  
Waterford Place Apartments
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  79
  	
  
 
  	
  
1
  	
  
 
  	
  
Marathon Center
  	
   
 	
  
East   Capital Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
80
  	
  
 
  	
  
2
  	
  
 
  	
  
Camden Plaza
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
82
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Santa   Fe, NM
  	
   
 	
  
Residence   Inn Portfolio #1
  	
  
 
  	
  
Y
  	
  
 
  
	
  84
  	
  
 
  	
  
1
  	
  
 
  	
  
Golden Park Village   Shopping Center
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
86
  	
  
 
  	
  
1
  	
  
 
  	
  
Park 140 Office Park
  	
   
 	
   
 	
  
 
  	
  
Y
  	
  
 
  




	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Early   Defeasance
  	
   
 	
  
Secured by   LC
  	
   
 	
  
Interest   Accrual
   Method
  	
   
 	
  
Lockbox
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  1
  	
  
 
  	
  
1
  	
  
 
  	
  
One & Two International   Place(1)
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  2
  	
  
 
  	
  
1
  	
  
 
  	
  
450 West 33rd Street(1)
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  
5
  	
  
 
  	
  
1
  	
  
 
  	
  
MetroPlace III & IV
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  6
  	
  
 
  	
  
1
  	
  
 
  	
  
1001 Connecticut Avenue   & 1701 K Street
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
9
  	
  
 
  	
  
1
  	
  
 
  	
  
Falchi Building
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  12
  	
  
 
  	
  
1
  	
  
 
  	
  
Cabrillo Palisades
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
14
  	
  
 
  	
  
1
  	
  
 
  	
  
One Fair Oaks
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  16
  	
  
 
  	
  
1
  	
  
 
  	
  
Cadbury Schweppes
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  
18
  	
  
 
  	
  
1
  	
  
 
  	
  
Choice Center
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  20
  	
  
 
  	
  
1
  	
  
 
  	
  
Renaissance West Retail   Center
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
21
  	
  
 
  	
  
1
  	
  
 
  	
  
253 Summer Street
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  22
  	
  
 
  	
  
1
  	
  
 
  	
  
122 C Street
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
23
  	
  
 
  	
  
2
  	
  
 
  	
  
Sterling University Vista   Apartments
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  24
  	
  
 
  	
  
1
  	
  
 
  	
  
Princess Anne Plaza
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
25
  	
  
 
  	
  
2
  	
  
 
  	
  
AMLI at Bent Tree   Apartments
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  26
  	
  
 
  	
  
1
  	
  
 
  	
  
Wachovia Tower
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
27
  	
  
 
  	
  
1
  	
  
 
  	
  
200 Varick Street
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  28
  	
  
 
  	
  
1
  	
  
 
  	
  
Westview Promenade
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
30
  	
  
 
  	
  
2
  	
  
 
  	
  
Pine Lake Apartmxents
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  31
  	
  
 
  	
  
1
  	
  
 
  	
  
Sylvan Corporate Center
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  
32
  	
  
 
  	
  
1
  	
  
 
  	
  
Plaza at Puente Hills
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  33
  	
  
 
  	
  
1
  	
  
 
  	
  
One Bunker Hill Office   Building
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
34
  	
  
 
  	
  
1
  	
  
 
  	
  
Deer Valley Office Park
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  37
  	
  
 
  	
  
2
  	
  
 
  	
  
Appling Lakes at Cordova   Club Apartments
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
38
  	
  
 
  	
  
2
  	
  
 
  	
  
Spring Canyon Apartments
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  39
  	
  
 
  	
  
1
  	
  
 
  	
  
Artesia Oasis Plaza
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
41
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Las   Vegas, NV
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  42
  	
  
 
  	
  
1
  	
  
 
  	
  
Shops at Abilene (Phase 1)
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
47
  	
  
 
  	
  
2
  	
  
 
  	
  
Inverness Landing
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  51
  	
  
 
  	
  
2
  	
  
 
  	
  
The Falls at Duraleigh
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
52
  	
  
 
  	
  
2
  	
  
 
  	
  
Sutton Plaza
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  58
  	
  
 
  	
  
2
  	
  
 
  	
  
One Dartmouth Place
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
59
  	
  
 
  	
  
1
  	
  
 
  	
  
Seventeen Mile Drive   Apartments
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  60
  	
  
 
  	
  
1
  	
  
 
  	
  
Boca Corporate Center
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
63
  	
  
 
  	
  
2
  	
  
 
  	
  
The Riviera Apartments
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  64
  	
  
 
  	
  
1
  	
  
 
  	
  
700 North Sacramento
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
65
  	
  
 
  	
  
1
  	
  
 
  	
  
Grayson Village Shopping   Center
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  66
  	
  
 
  	
  
2
  	
  
 
  	
  
Courtyards Apartments
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
68
  	
  
 
  	
  
2
  	
  
 
  	
  
32-40 Boylston Street
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  69
  	
  
 
  	
  
1
  	
  
 
  	
  
CenterPlace of Greeley   Phase II
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
70
  	
  
 
  	
  
1
  	
  
 
  	
  
Chesterfield Commons   Village
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  71
  	
  
 
  	
  
1
  	
  
 
  	
  
The Plaza Shopping Center
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
75
  	
  
 
  	
  
2
  	
  
 
  	
  
The Grove Apartments
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  77
  	
  
 
  	
  
2
  	
  
 
  	
  
Waterford Place Apartments
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
79
  	
  
 
  	
  
1
  	
  
 
  	
  
Marathon Center
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  80
  	
  
 
  	
  
2
  	
  
 
  	
  
Camden Plaza
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
82
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Santa   Fe, NM
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  84
  	
  
 
  	
  
1
  	
  
 
  	
  
Golden Park Village   Shopping Center
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
86
  	
  
 
  	
  
1
  	
  
 
  	
  
Park 140 Office Park
  	
   
 	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Annual   Deposit to
   Replacement
   Reserve
  	
   
 	
  
Initial   Deposit to
   Capital
   Improvements
   Reserve
  	
   
 	
  
Initial   TI/LC
   Escrow
  	
   
 	
  
Ongoing   TI/LC
   Footnote
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  1
  	
  
 
  	
  
1
  	
  
 
  	
  
One & Two International   Place(1)
  	
  
 
  	
  
183,120
  	
  
 
  	
  
2,158,900
  	
  
 
  	
  
22,334,679
  	
  
 
  	
   
 	
  
 
  
	
  2
  	
  
 
  	
  
1
  	
  
 
  	
  
450 West 33rd Street(1)
  	
  
 
  	
  
334,447
  	
  
 
  	
  
22,125
  	
  
 
  	
  
14,000,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  
5
  	
  
 
  	
  
1
  	
  
 
  	
  
MetroPlace III & IV
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  6
  	
  
 
  	
  
1
  	
  
 
  	
  
1001 Connecticut Avenue   & 1701 K Street
  	
  
 
  	
  
45,875
  	
  
 
  	
  
6,250
  	
  
 
  	
  
500,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  
9
  	
  
 
  	
  
1
  	
  
 
  	
  
Falchi Building
  	
  
 
  	
  
127,742
  	
  
 
  	
  
206,195
  	
  
 
  	
  
1,500,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  12
  	
  
 
  	
  
1
  	
  
 
  	
  
Cabrillo Palisades
  	
  
 
  	
  
93,357
  	
  
 
  	
  
334,740
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
14
  	
  
 
  	
  
1
  	
  
 
  	
  
One Fair Oaks
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  16
  	
  
 
  	
  
1
  	
  
 
  	
  
Cadbury Schweppes
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
18
  	
  
 
  	
  
1
  	
  
 
  	
  
Choice Center
  	
  
 
  	
  
114,195
  	
  
 
  	
  
68,750
  	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  20
  	
  
 
  	
  
1
  	
  
 
  	
  
Renaissance West Retail   Center
  	
  
 
  	
  
35,940
  	
  
 
  	
  
1,563
  	
  
 
  	
  
250,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  
21
  	
  
 
  	
  
1
  	
  
 
  	
  
253 Summer Street
  	
  
 
  	
   
 	
  
 
  	
  
18,385
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  22
  	
  
 
  	
  
1
  	
  
 
  	
  
122 C Street
  	
  
 
  	
  
11,340
  	
  
 
  	
   
 	
  
 
  	
  
375,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  
23
  	
  
 
  	
  
2
  	
  
 
  	
  
Sterling University Vista   Apartments
  	
  
 
  	
  
33,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  24
  	
  
 
  	
  
1
  	
  
 
  	
  
Princess Anne Plaza
  	
  
 
  	
  
32,628
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
25
  	
  
 
  	
  
2
  	
  
 
  	
  
AMLI at Bent Tree   Apartments
  	
  
 
  	
  
122,688
  	
  
 
  	
  
9,250
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  26
  	
  
 
  	
  
1
  	
  
 
  	
  
Wachovia Tower
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
27
  	
  
 
  	
  
1
  	
  
 
  	
  
200 Varick Street
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  28
  	
  
 
  	
  
1
  	
  
 
  	
  
Westview Promenade
  	
  
 
  	
  
15,864
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
30
  	
  
 
  	
  
2
  	
  
 
  	
  
Pine Lake Apartmxents
  	
  
 
  	
  
64,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  31
  	
  
 
  	
  
1
  	
  
 
  	
  
Sylvan Corporate Center
  	
  
 
  	
  
24,828
  	
  
 
  	
  
123,469
  	
  
 
  	
  
1,000,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  
32
  	
  
 
  	
  
1
  	
  
 
  	
  
Plaza at Puente Hills
  	
  
 
  	
  
11,376
  	
  
 
  	
   
 	
  
 
  	
  
350,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  33
  	
  
 
  	
  
1
  	
  
 
  	
  
One Bunker Hill Office   Building
  	
  
 
  	
  
56,196
  	
  
 
  	
  
17,500
  	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
34
  	
  
 
  	
  
1
  	
  
 
  	
  
Deer Valley Office Park
  	
  
 
  	
  
17,521
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  37
  	
  
 
  	
  
2
  	
  
 
  	
  
Appling Lakes at Cordova   Club Apartments
  	
  
 
  	
  
78,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
38
  	
  
 
  	
  
2
  	
  
 
  	
  
Spring Canyon Apartments
  	
  
 
  	
  
73,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  39
  	
  
 
  	
  
1
  	
  
 
  	
  
Artesia Oasis Plaza
  	
  
 
  	
  
7,980
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
41
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Las   Vegas, NV
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  42
  	
  
 
  	
  
1
  	
  
 
  	
  
Shops at Abilene (Phase 1)
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
340,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  
47
  	
  
 
  	
  
2
  	
  
 
  	
  
Inverness Landing
  	
  
 
  	
  
80,500
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  51
  	
  
 
  	
  
2
  	
  
 
  	
  
The Falls at Duraleigh
  	
  
 
  	
   
 	
  
 
  	
  
14,219
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
52
  	
  
 
  	
  
2
  	
  
 
  	
  
Sutton Plaza
  	
  
 
  	
  
44,000
  	
  
 
  	
  
7,188
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  58
  	
  
 
  	
  
2
  	
  
 
  	
  
One Dartmouth Place
  	
  
 
  	
  
91,918
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
59
  	
  
 
  	
  
1
  	
  
 
  	
  
Seventeen Mile Drive   Apartments
  	
  
 
  	
  
20,916
  	
  
 
  	
  
2,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  60
  	
  
 
  	
  
1
  	
  
 
  	
  
Boca Corporate Center
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
63
  	
  
 
  	
  
2
  	
  
 
  	
  
The Riviera Apartments
  	
  
 
  	
  
34,250
  	
  
 
  	
  
120,062
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  64
  	
  
 
  	
  
1
  	
  
 
  	
  
700 North Sacramento
  	
  
 
  	
  
14,959
  	
  
 
  	
   
 	
  
 
  	
  
656,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  
65
  	
  
 
  	
  
1
  	
  
 
  	
  
Grayson Village Shopping   Center
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  66
  	
  
 
  	
  
2
  	
  
 
  	
  
Courtyards Apartments
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
68
  	
  
 
  	
  
2
  	
  
 
  	
  
32-40 Boylston Street
  	
  
 
  	
  
12,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  69
  	
  
 
  	
  
1
  	
  
 
  	
  
CenterPlace of Greeley   Phase II
  	
  
 
  	
  
9,821
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
70
  	
  
 
  	
  
1
  	
  
 
  	
  
Chesterfield Commons   Village
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  71
  	
  
 
  	
  
1
  	
  
 
  	
  
The Plaza Shopping Center
  	
  
 
  	
  
22,660
  	
  
 
  	
  
166,250
  	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
75
  	
  
 
  	
  
2
  	
  
 
  	
  
The Grove Apartments
  	
  
 
  	
  
69,006
  	
  
 
  	
  
31,688
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  77
  	
  
 
  	
  
2
  	
  
 
  	
  
Waterford Place Apartments
  	
  
 
  	
  
50,000
  	
  
 
  	
  
22,925
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
79
  	
  
 
  	
  
1
  	
  
 
  	
  
Marathon Center
  	
  
 
  	
  
12,007
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  80
  	
  
 
  	
  
2
  	
  
 
  	
  
Camden Plaza
  	
  
 
  	
  
17,850
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
82
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Santa Fe,   NM
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  84
  	
  
 
  	
  
1
  	
  
 
  	
  
Golden Park Village   Shopping Center
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
86
  	
  
 
  	
  
1
  	
  
 
  	
  
Park 140 Office Park
  	
  
 
  	
   
 	
  
 
  	
  
55,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Address
  	
   
 	
  
City
  	
   
 	
  
State
  	
   
 	
  
Zip Code
  	
   
 	
  
County
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  89
  	
   
 	
  
1
  	
   
 	
  
Shoppes   at Tuscaloosa
  	
   
 	
  
4851   Rice Mine Road
  	
   
 	
  
Tuscaloosa
  	
   
 	
  
AL
  	
   
 	
  
35406
  	
   
 	
  
Tuscaloosa
  	
   
 
	
  90
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Placentia, CA
  	
  
 
  	
  
700   West Kimberly Avenue
  	
  
 
  	
  
Placentia
  	
  
 
  	
  
CA
  	
  
 
  	
  
92870
  	
  
 
  	
  
Orange
  	
  
 
  
	
  
92
  	
  
 
  	
  
1
  	
  
 
  	
  
Crosspointe   Plaza
  	
  
 
  	
  
840   Woods Crossing Road
  	
  
 
  	
  
Greenville
  	
  
 
  	
  
SC
  	
  
 
  	
  
29607
  	
  
 
  	
  
Greenville
  	
  
 
  
	
  93
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Retail Plaza at Dunedin, FL
  	
  
 
  	
  
1477   and 1471 Main Street & 1080 Keene Road
  	
  
 
  	
  
Dunedin
  	
  
 
  	
  
FL
  	
  
 
  	
  
34698
  	
  
 
  	
  
Pinellas
  	
  
 
  
	
  
94
  	
  
 
  	
  
2
  	
  
 
  	
  
The   University Villa Apartments
  	
  
 
  	
  
865   North 160 West
  	
  
 
  	
  
Provo
  	
  
 
  	
  
UT
  	
  
 
  	
  
84604
  	
  
 
  	
  
Utah
  	
  
 
  
	
  95
  	
  
 
  	
  
1
  	
  
 
  	
  
Prairie   Creek Shopping Center
  	
  
 
  	
  
1300   Brown Street
  	
  
 
  	
  
Oconomowoc
  	
  
 
  	
  
WI
  	
  
 
  	
  
53066
  	
  
 
  	
  
Waukesha
  	
  
 
  
	
  
96
  	
  
 
  	
  
1
  	
  
 
  	
  
National   City Bank Building
  	
  
 
  	
  
623   Euclid Avenue & 1965 East 6th Street
  	
  
 
  	
  
Cleveland
  	
  
 
  	
  
OH
  	
  
 
  	
  
44114
  	
  
 
  	
  
Cuyahoga
  	
  
 
  
	
  97
  	
  
 
  	
  
2
  	
  
 
  	
  
Woodhaven   Apartments
  	
  
 
  	
  
6045   Lyndale Avenue South
  	
  
 
  	
  
Minneapolis
  	
  
 
  	
  
MN
  	
  
 
  	
  
55419
  	
  
 
  	
  
Hennepin
  	
  
 
  
	
  
98
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   - Texas City, TX
  	
  
 
  	
  
3620   Emmett F. Lowry Espressway
  	
  
 
  	
  
Texas   City
  	
  
 
  	
  
TX
  	
  
 
  	
  
77590
  	
  
 
  	
  
Galveston
  	
  
 
  
	
  99
  	
  
 
  	
  
1
  	
  
 
  	
  
Sunburst   Plaza Shopping Center
  	
  
 
  	
  
4315   - 4381 West Bell Road
  	
  
 
  	
  
Glendale
  	
  
 
  	
  
AZ
  	
  
 
  	
  
85306
  	
  
 
  	
  
Maricopa
  	
  
 
  
	
  
100
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   Shopping Center - Athens, OH
  	
  
 
  	
  
973   East State Street
  	
  
 
  	
  
Athens
  	
  
 
  	
  
OH
  	
  
 
  	
  
45701
  	
  
 
  	
  
Athens
  	
  
 
  
	
  101
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Temple Terrace Publix Shopping Center
  	
  
 
  	
  
5400   East Busch Boulevard
  	
  
 
  	
  
Temple   Terrace
  	
  
 
  	
  
FL
  	
  
 
  	
  
33617
  	
  
 
  	
  
Hillsborough
  	
  
 
  
	
  
103
  	
  
 
  	
  
2
  	
  
 
  	
  
Stonebridge   Apartments
  	
  
 
  	
  
38-48   Dean Street
  	
  
 
  	
  
Norwood
  	
  
 
  	
  
MA
  	
  
 
  	
  
02062
  	
  
 
  	
  
Norfolk
  	
  
 
  
	
  105
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Birmingham, AL
  	
  
 
  	
  
3   Greenhill Parkway
  	
  
 
  	
  
Birmingham
  	
  
 
  	
  
AL
  	
  
 
  	
  
35242
  	
  
 
  	
  
Shelby
  	
  
 
  
	
  
107
  	
  
 
  	
  
1
  	
  
 
  	
  
River   Pointe Shopping Center
  	
  
 
  	
  
1550   Riverstone Parkway
  	
  
 
  	
  
Canton
  	
  
 
  	
  
GA
  	
  
 
  	
  
30114
  	
  
 
  	
  
Cherokee
  	
  
 
  
	
  108
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Akron, OH
  	
  
 
  	
  
120   Montrose West Avenue
  	
  
 
  	
  
Akron
  	
  
 
  	
  
OH
  	
  
 
  	
  
44321
  	
  
 
  	
  
Summit
  	
  
 
  
	
  
109
  	
  
 
  	
  
2
  	
  
 
  	
  
Bayberry   Place Apartments
  	
  
 
  	
  
3395   Yankee Doodle Road
  	
  
 
  	
  
Eagan
  	
  
 
  	
  
MN
  	
  
 
  	
  
55121
  	
  
 
  	
  
Dakota
  	
  
 
  
	
  110
  	
  
 
  	
  
1
  	
  
 
  	
  
733   Yonkers Avenue
  	
  
 
  	
  
733   & 749 Yonkers Avenue & 49 Cowles Avenue
  	
  
 
  	
  
Yonkers
  	
  
 
  	
  
NY
  	
  
 
  	
  
10704
  	
  
 
  	
  
Westchester
  	
  
 
  
	
  
111
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Tamiami Trail, FL)
  	
  
 
  	
  
3901   South Tamiami Trail
  	
  
 
  	
  
Sarasota
  	
  
 
  	
  
FL
  	
  
 
  	
  
34231
  	
  
 
  	
  
Sarasota
  	
  
 
  
	
  112
  	
  
 
  	
  
1
  	
  
 
  	
  
Wells   Lake Commerce Center
  	
  
 
  	
  
320-350   Corporate Way
  	
  
 
  	
  
Orange   Park
  	
  
 
  	
  
FL
  	
  
 
  	
  
32073
  	
  
 
  	
  
Clay
  	
  
 
  
	
  
113
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Frontier Apartments
  	
  
 
  	
  
4426   Plantation Road
  	
  
 
  	
  
Roanoke
  	
  
 
  	
  
VA
  	
  
 
  	
  
24012
  	
  
 
  	
  
Roanoke   City
  	
  
 
  
	
  114
  	
  
 
  	
  
1
  	
  
 
  	
  
Hyde   Park Station Shopping Center
  	
  
 
  	
  
1656   Hyde Park Road
  	
  
 
  	
  
Essex
  	
  
 
  	
  
MD
  	
  
 
  	
  
21221
  	
  
 
  	
  
Baltimore
  	
  
 
  
	
  
115
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Avalon Apartments
  	
  
 
  	
  
1248   West Adams Boulevard
  	
  
 
  	
  
Los   Angeles
  	
  
 
  	
  
CA
  	
  
 
  	
  
90007
  	
  
 
  	
  
Los   Angeles
  	
  
 
  
	
  116
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Jefferson Park Apartments
  	
  
 
  	
  
1815   Jefferson Park Avenue
  	
  
 
  	
  
Charlottesville
  	
  
 
  	
  
VA
  	
  
 
  	
  
22901
  	
  
 
  	
  
Albemarle
  	
  
 
  
	
  
118
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Danvers, MA
  	
  
 
  	
  
51   Newbury Street-US Route 1
  	
  
 
  	
  
Danvers
  	
  
 
  	
  
MA
  	
  
 
  	
  
01923
  	
  
 
  	
  
Essex
  	
  
 
  
	
  122
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Temple Terrace, FL
  	
  
 
  	
  
9222   North 56th Street
  	
  
 
  	
  
Temple   Terrace
  	
  
 
  	
  
FL
  	
  
 
  	
  
33617
  	
  
 
  	
  
Hillsborough
  	
  
 
  
	
  
123
  	
  
 
  	
  
1
  	
  
 
  	
  
Firewheel   Corners Shopping Center
  	
  
 
  	
  
5255   President George Bush Turnpike
  	
  
 
  	
  
Garland
  	
  
 
  	
  
TX
  	
  
 
  	
  
75044
  	
  
 
  	
  
Dallas
  	
  
 
  
	
  124
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Madison, AL
  	
  
 
  	
  
7813   Highway 72 West
  	
  
 
  	
  
Madison
  	
  
 
  	
  
AL
  	
  
 
  	
  
35758
  	
  
 
  	
  
Madison
  	
  
 
  
	
  
126
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens/Chase   Bank - Houston (West Bellfort Avenue, TX)
  	
  
 
  	
  
6671-6675   West Bellfort Avenue
  	
  
 
  	
  
Houston
  	
  
 
  	
  
TX
  	
  
 
  	
  
77035
  	
  
 
  	
  
Harris
  	
  
 
  
	
  127
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Bradenton, FL
  	
  
 
  	
  
4320   26th Street West
  	
  
 
  	
  
Bradenton
  	
  
 
  	
  
FL
  	
  
 
  	
  
34205
  	
  
 
  	
  
Manatee
  	
  
 
  
	
  
128
  	
  
 
  	
  
1
  	
  
 
  	
  
Market   Fair Shopping Center
  	
  
 
  	
  
1530   South Koeller Road
  	
  
 
  	
  
Oshkosh
  	
  
 
  	
  
WI
  	
  
 
  	
  
54902
  	
  
 
  	
  
Winnebago
  	
  
 
  
	
  130
  	
  
 
  	
  
1
  	
  
 
  	
  
Great   American Plaza (building A-2)
  	
  
 
  	
  
8330   West Sahara Boulevard
  	
  
 
  	
  
Las   Vegas
  	
  
 
  	
  
NV
  	
  
 
  	
  
89117
  	
  
 
  	
  
Clark
  	
  
 
  
	
  
131
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Merritt Island, FL
  	
  
 
  	
  
90   South Sykes Creek Parkway
  	
  
 
  	
  
Merritt   Island
  	
  
 
  	
  
FL
  	
  
 
  	
  
32952
  	
  
 
  	
  
Brevard
  	
  
 
  
	
  133
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Naples, FL
  	
  
 
  	
  
1565   South Airport Road
  	
  
 
  	
  
Naples
  	
  
 
  	
  
FL
  	
  
 
  	
  
34104
  	
  
 
  	
  
Collier
  	
  
 
  
	
  
135
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lilburn, GA
  	
  
 
  	
  
2990   Five Forks Trickum Road
  	
  
 
  	
  
Lilburn
  	
  
 
  	
  
GA
  	
  
 
  	
  
30047
  	
  
 
  	
  
Gwinnett
  	
  
 
  
	
  136
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Bossier City, LA
  	
  
 
  	
  
1001   Gould Drive
  	
  
 
  	
  
Bossier   City
  	
  
 
  	
  
LA
  	
  
 
  	
  
71111
  	
  
 
  	
  
Bossier
  	
  
 
  
	
  
137
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Houston (Westheimer Road, TX)
  	
  
 
  	
  
11038   Westheimer Road
  	
  
 
  	
  
Houston
  	
  
 
  	
  
TX
  	
  
 
  	
  
77042
  	
  
 
  	
  
Harris
  	
  
 
  
	
  140
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Brooksville, FL
  	
  
 
  	
  
13053   Cortez Boulevard
  	
  
 
  	
  
Brooksville
  	
  
 
  	
  
FL
  	
  
 
  	
  
34613
  	
  
 
  	
  
Hernando
  	
  
 
  
	
  
141
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Kalamazoo, MI
  	
  
 
  	
  
1500   East Kilgore Road
  	
  
 
  	
  
Kalamazoo
  	
  
 
  	
  
MI
  	
  
 
  	
  
49001
  	
  
 
  	
  
Kalamazoo
  	
  
 
  
	
  143
  	
  
 
  	
  
1
  	
  
 
  	
  
Kmart   Plaza Shopping Center
  	
  
 
  	
  
3061-3099   Dixie Highway
  	
  
 
  	
  
Edgewood
  	
  
 
  	
  
KY
  	
  
 
  	
  
41018
  	
  
 
  	
  
Kenton
  	
  
 
  
	
  
144
  	
  
 
  	
  
1
  	
  
 
  	
  
Riverside   Place
  	
  
 
  	
  
23-75   Riverside Avenue
  	
  
 
  	
  
Medford
  	
  
 
  	
  
MA
  	
  
 
  	
  
02155
  	
  
 
  	
  
Middlesex
  	
  
 
  
	
  145
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Austin, TX
  	
  
 
  	
  
6721   South Congress
  	
  
 
  	
  
Austin
  	
  
 
  	
  
TX
  	
  
 
  	
  
78745
  	
  
 
  	
  
Travis
  	
  
 
  
	
  
147
  	
  
 
  	
  
1
  	
  
 
  	
  
Dorchester   Square
  	
  
 
  	
  
4391   Dorchester Road
  	
  
 
  	
  
North   Charleston
  	
  
 
  	
  
SC
  	
  
 
  	
  
29405
  	
  
 
  	
  
Charleston
  	
  
 
  
	
  149
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Kennesaw, GA
  	
  
 
  	
  
4075   Cherokee Street NW
  	
  
 
  	
  
Kennesaw
  	
  
 
  	
  
GA
  	
  
 
  	
  
30144
  	
  
 
  	
  
Cobb
  	
  
 
  
	
  
150
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Lawrenceville (Duluth Highway, GA)
  	
  
 
  	
  
1065   Duluth Highway
  	
  
 
  	
  
Lawrenceville
  	
  
 
  	
  
GA
  	
  
 
  	
  
30043
  	
  
 
  	
  
GWINNETT
  	
  
 
  
	
  151
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Bee Ridge Road, FL)
  	
  
 
  	
  
3601   Bee Ridge Road
  	
  
 
  	
  
Sarasota
  	
  
 
  	
  
FL
  	
  
 
  	
  
34233
  	
  
 
  	
  
Sarasota
  	
  
 
  
	
  
152
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - New Smyrna Beach, FL
  	
  
 
  	
  
1800   State Road 44
  	
  
 
  	
  
New   Smyrna Beach
  	
  
 
  	
  
FL
  	
  
 
  	
  
32168
  	
  
 
  	
  
Volusia
  	
  
 
  
	
  153
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Tampa, FL
  	
  
 
  	
  
7925   Gunn Highway
  	
  
 
  	
  
Tampa
  	
  
 
  	
  
FL
  	
  
 
  	
  
33626
  	
  
 
  	
  
Hillsborough
  	
  
 
  
	
  
154
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Marietta, GA
  	
  
 
  	
  
3299   Canton Highway
  	
  
 
  	
  
Marietta
  	
  
 
  	
  
GA
  	
  
 
  	
  
30066
  	
  
 
  	
  
Cobb
  	
  
 
  
	
  155
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lehigh Acres, FL
  	
  
 
  	
  
1000   Leeland Heights Boulevard
  	
  
 
  	
  
Lehigh   Acres
  	
  
 
  	
  
FL
  	
  
 
  	
  
33936
  	
  
 
  	
  
Lee
  	
  
 
  





	
  Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Cut-Off   Date
   Loan Balance ($)
  	
   
 	
  
Monthly   P&I
   Payments ($)
  	
   
 	
  
Grace
   Days
  	
   
 	
  
Mortgage   Rate
   (%)
  	
   
 	
  
Number of
   Units
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  89
  	
   
 	
  
1
  	
   
 	
  
Shoppes   at Tuscaloosa
  	
   
 	
  
7,661,835.15
  	
   
 	
  
43,365.57
  	
   
 	
   
 	
   
 	
  
5.4500%
  	
   
 	
  
66,442
  	
   
 
	
  
90
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 -   Placentia, CA
  	
   
 	
  
7,650,000.00
  	
   
 	
  
53,484.40
  	
   
 	
   
 	
   
 	
  
6.8800
%
  	
   
 	
  
112
  	
  
 
  
	
  92
  	
  
 
  	
  
1
  	
  
 
  	
  
Crosspointe Plaza
  	
   
 	
  
7,360,000.00
  	
   
 	
  
40,916.14
  	
   
 	
   
 	
   
 	
  
5.3100
%
  	
   
 	
  
72,006
  	
  
 
  
	
  
93
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Retail Plaza at   Dunedin, FL
  	
   
 	
  
7,062,000.00
  	
   
 	
  
44,214.37
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
28,176
  	
  
 
  
	
  94
  	
  
 
  	
  
2
  	
  
 
  	
  
The University Villa   Apartments
  	
   
 	
  
7,000,000.00
  	
   
 	
  
38,697.63
  	
   
 	
   
 	
   
 	
  
5.2600
%
  	
   
 	
  
125
  	
  
 
  
	
  
95
  	
  
 
  	
  
1
  	
  
 
  	
  
Prairie Creek Shopping   Center
  	
   
 	
  
6,808,374.29
  	
   
 	
  
37,772.49
  	
   
 	
   
 	
   
 	
  
5.2700
%
  	
   
 	
  
66,777
  	
  
 
  
	
  96
  	
  
 
  	
  
1
  	
  
 
  	
  
National City Bank Building
  	
   
 	
  
6,490,709.82
  	
   
 	
  
36,135.18
  	
   
 	
   
 	
   
 	
  
5.3100
%
  	
   
 	
  
160,607
  	
  
 
  
	
  
97
  	
  
 
  	
  
2
  	
  
 
  	
  
Woodhaven Apartments
  	
   
 	
  
6,400,000.00
  	
   
 	
  
34,630.90
  	
   
 	
   
 	
   
 	
  
5.0700
%
  	
   
 	
  
176
  	
  
 
  
	
  98
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s - Texas City, TX
  	
   
 	
  
6,187,500.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
4.9100
%
  	
   
 	
  
130,497
  	
  
 
  
	
  
99
  	
  
 
  	
  
1
  	
  
 
  	
  
Sunburst Plaza Shopping   Center
  	
   
 	
  
6,075,000.00
  	
   
 	
  
34,037.19
  	
   
 	
   
 	
   
 	
  
5.3800
%
  	
   
 	
  
102,587
  	
  
 
  
	
  100
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s Shopping Center -   Athens, OH
  	
   
 	
  
6,071,262.31
  	
   
 	
  
33,611.65
  	
   
 	
   
 	
   
 	
  
5.2600
%
  	
   
 	
  
52,888
  	
  
 
  
	
  
101
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Temple Terrace   Publix Shopping Center
  	
   
 	
  
6,000,000.00
  	
   
 	
  
37,565.31
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
48,769
  	
  
 
  
	
  103
  	
  
 
  	
  
2
  	
  
 
  	
  
Stonebridge Apartments
  	
   
 	
  
5,650,000.00
  	
   
 	
  
30,780.90
  	
   
 	
   
 	
   
 	
  
5.1300
%
  	
   
 	
  
69
  	
  
 
  
	
  
105
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 -   Birmingham, AL
  	
   
 	
  
5,573,000.00
  	
   
 	
  
38,963.21
  	
   
 	
   
 	
   
 	
  
6.8800
%
  	
   
 	
  
128
  	
  
 
  
	
  107
  	
  
 
  	
  
1
  	
  
 
  	
  
River Pointe Shopping   Center
  	
   
 	
  
5,486,469.67
  	
   
 	
  
30,235.08
  	
   
 	
   
 	
   
 	
  
5.2100
%
  	
   
 	
  
39,000
  	
  
 
  
	
  
108
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Akron,   OH
  	
   
 	
  
5,460,000.00
  	
   
 	
  
38,173.18
  	
   
 	
   
 	
   
 	
  
6.8800
%
  	
   
 	
  
112
  	
  
 
  
	
  109
  	
  
 
  	
  
2
  	
  
 
  	
  
Bayberry Place Apartments
  	
   
 	
  
5,350,000.00
  	
   
 	
  
28,949.27
  	
   
 	
   
 	
   
 	
  
5.0700
%
  	
   
 	
  
120
  	
  
 
  
	
  
110
  	
  
 
  	
  
1
  	
  
 
  	
  
733 Yonkers Avenue
  	
   
 	
  
5,237,541.86
  	
   
 	
  
29,578.76
  	
   
 	
   
 	
   
 	
  
5.4300
%
  	
   
 	
  
46,186
  	
  
 
  
	
  111
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Sarasota (Tamiami Trail, FL)
  	
   
 	
  
5,211,000.00
  	
   
 	
  
32,625.47
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
17,145
  	
  
 
  
	
  
112
  	
  
 
  	
  
1
  	
  
 
  	
  
Wells Lake Commerce Center
  	
   
 	
  
5,142,663.42
  	
   
 	
  
28,726.25
  	
   
 	
   
 	
   
 	
  
5.3400
%
  	
   
 	
  
52,620
  	
  
 
  
	
  113
  	
  
 
  	
  
2
  	
  
 
  	
  
The Frontier Apartments
  	
   
 	
  
5,092,646.42
  	
   
 	
  
28,099.25
  	
   
 	
   
 	
   
 	
  
5.2300
%
  	
   
 	
  
182
  	
  
 
  
	
  
114
  	
  
 
  	
  
1
  	
  
 
  	
  
Hyde Park Station Shopping   Center
  	
   
 	
  
5,075,706.41
  	
   
 	
  
27,627.80
  	
   
 	
   
 	
   
 	
  
5.0800
%
  	
   
 	
  
57,486
  	
  
 
  
	
  115
  	
  
 
  	
  
2
  	
  
 
  	
  
The Avalon Apartments
  	
   
 	
  
5,000,000.00
  	
   
 	
  
27,024.73
  	
   
 	
   
 	
   
 	
  
5.0600
%
  	
   
 	
  
15
  	
  
 
  
	
  
116
  	
  
 
  	
  
2
  	
  
 
  	
  
The Jefferson Park   Apartments
  	
   
 	
  
4,988,404.15
  	
   
 	
  
28,609.43
  	
   
 	
   
 	
   
 	
  
5.5700
%
  	
   
 	
  
30
  	
  
 
  
	
  118
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Danvers,   MA
  	
   
 	
  
4,620,000.00
  	
   
 	
  
32,300.39
  	
   
 	
   
 	
   
 	
  
6.8800
%
  	
   
 	
  
96
  	
  
 
  
	
  
122
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Temple   Terrace, FL
  	
   
 	
  
4,418,000.00
  	
   
 	
  
27,660.59
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
15,120
  	
  
 
  
	
  123
  	
  
 
  	
  
1
  	
  
 
  	
  
Firewheel Corners Shopping   Center
  	
   
 	
  
4,400,000.00
  	
   
 	
  
25,733.14
  	
   
 	
   
 	
   
 	
  
5.7700
%
  	
   
 	
  
22,125
  	
  
 
  
	
  
124
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Madison, AL
  	
   
 	
  
4,384,971.98
  	
   
 	
  
24,460.74
  	
   
 	
   
 	
   
 	
  
5.3100
%
  	
   
 	
  
14,820
  	
  
 
  
	
  126
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens/Chase Bank -   Houston (West Bellfort Avenue, TX)
  	
   
 	
  
4,343,707.01
  	
   
 	
  
23,886.32
  	
   
 	
   
 	
   
 	
  
5.2000
%
  	
   
 	
  
19,095
  	
  
 
  
	
  
127
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Bradenton, FL
  	
   
 	
  
4,305,000.00
  	
   
 	
  
26,953.11
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
15,930
  	
  
 
  
	
  128
  	
  
 
  	
  
1
  	
  
 
  	
  
Market Fair Shopping Center
  	
   
 	
  
4,239,458.76
  	
   
 	
  
23,232.31
  	
   
 	
   
 	
   
 	
  
5.1600
%
  	
   
 	
  
82,187
  	
  
 
  
	
  
130
  	
  
 
  	
  
1
  	
  
 
  	
  
Great American Plaza   (building A-2)
  	
   
 	
  
4,186,051.69
  	
   
 	
  
23,741.84
  	
   
 	
   
 	
   
 	
  
5.4600
%
  	
   
 	
  
25,676
  	
  
 
  
	
  131
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Merritt   Island, FL
  	
   
 	
  
4,161,000.00
  	
   
 	
  
26,051.54
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
15,120
  	
  
 
  
	
  
133
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Naples,   FL
  	
   
 	
  
4,093,000.00
  	
   
 	
  
25,625.80
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
15,930
  	
  
 
  
	
  135
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Lilburn, GA
  	
   
 	
  
4,078,000.00
  	
   
 	
  
25,531.89
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
15,120
  	
  
 
  
	
  
136
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Bossier   City, LA
  	
   
 	
  
4,050,000.00
  	
   
 	
  
28,315.27
  	
   
 	
   
 	
   
 	
  
6.8800
%
  	
   
 	
  
72
  	
  
 
  
	
  137
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Houston   (Westheimer Road, TX)
  	
   
 	
  
4,032,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.4000
%
  	
   
 	
  
13,650
  	
  
 
  
	
  
140
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Brooksville, FL
  	
   
 	
  
3,965,000.00
  	
   
 	
  
24,824.41
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
15,120
  	
  
 
  
	
  141
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 -   Kalamazoo, MI
  	
   
 	
  
3,938,000.00
  	
   
 	
  
27,532.23
  	
   
 	
   
 	
   
 	
  
6.8800
%
  	
   
 	
  
83
  	
  
 
  
	
  
143
  	
  
 
  	
  
1
  	
  
 
  	
  
Kmart Plaza Shopping Center
  	
   
 	
  
3,900,000.00
  	
   
 	
  
23,382.47
  	
   
 	
   
 	
   
 	
  
6.0000
%
  	
   
 	
  
143,864
  	
  
 
  
	
  144
  	
  
 
  	
  
1
  	
  
 
  	
  
Riverside Place
  	
   
 	
  
3,900,000.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.2900
%
  	
   
 	
  
93,200
  	
  
 
  
	
  
145
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Austin, TX
  	
   
 	
  
3,894,574.52
  	
   
 	
  
22,290.81
  	
   
 	
   
 	
   
 	
  
5.5600
%
  	
   
 	
  
13,650
  	
  
 
  
	
  147
  	
  
 
  	
  
1
  	
  
 
  	
  
Dorchester Square
  	
   
 	
  
3,819,718.32
  	
   
 	
  
22,030.93
  	
   
 	
   
 	
   
 	
  
5.6300
%
  	
   
 	
  
60,980
  	
  
 
  
	
  
149
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Kennesaw, GA
  	
   
 	
  
3,787,021.27
  	
   
 	
  
21,125.18
  	
   
 	
   
 	
   
 	
  
5.3100
%
  	
   
 	
  
14,560
  	
  
 
  
	
  150
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Lawrenceville   (Duluth Highway, GA)
  	
   
 	
  
3,687,362.80
  	
   
 	
  
20,569.26
  	
   
 	
   
 	
   
 	
  
5.3100
%
  	
   
 	
  
13,650
  	
  
 
  
	
  
151
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Sarasota (Bee Ridge Road, FL)
  	
   
 	
  
3,625,000.00
  	
   
 	
  
22,695.71
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
16,496
  	
  
 
  
	
  152
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - New   Smyrna Beach, FL
  	
   
 	
  
3,550,000.00
  	
   
 	
  
22,226.14
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
15,120
  	
  
 
  
	
  
153
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Tampa,   FL
  	
   
 	
  
3,550,000.00
  	
   
 	
  
22,226.14
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
15,120
  	
  
 
  
	
  154
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Marietta, GA
  	
   
 	
  
3,546,500.00
  	
   
 	
  
22,204.23
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
15,120
  	
  
 
  
	
  
155
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Lehigh   Acres, FL
  	
   
 	
  
3,432,500.00
  	
   
 	
  
21,490.49
  	
   
 	
   
 	
   
 	
  
5.7000
%
  	
   
 	
  
15,120
  	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Unit of
   Measure
  	
   
 	
  
Original   Term
   to Maturity or
   ARD (Mos.)
  	
   
 	
  
Remaining
   Term to
   Maturity or
   ARD (Mos.)
  	
   
 	
  
Maturity   Date
   or ARD
  	
   
 	
  
Original
   Amort Term
   (Mos.)
  	
   
 	
  
Remaining
   Amort Term
   (Mos.)
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  89
  	
   
 	
  
1
  	
   
 	
  
Shoppes   at Tuscaloosa
  	
   
 	
  
Sq. Ft.
  	
   
 	
  
120
  	
   
 	
  
118
  	
   
 	
  
01/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  	
   
 
	
  90
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Placentia, CA
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
92
  	
  
 
  	
  
1
  	
  
 
  	
  
Crosspointe   Plaza
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
84
  	
  
 
  	
  
82
  	
  
 
  	
  
01/11/12
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  93
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Retail Plaza at Dunedin, FL
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
94
  	
  
 
  	
  
2
  	
  
 
  	
  
The   University Villa Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  95
  	
  
 
  	
  
1
  	
  
 
  	
  
Prairie   Creek Shopping Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
358
  	
  
 
  
	
  
96
  	
  
 
  	
  
1
  	
  
 
  	
  
National   City Bank Building
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  97
  	
  
 
  	
  
2
  	
  
 
  	
  
Woodhaven   Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
98
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   - Texas City, TX
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
58
  	
  
 
  	
  
01/11/10
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  99
  	
  
 
  	
  
1
  	
  
 
  	
  
Sunburst   Plaza Shopping Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
100
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   Shopping Center - Athens, OH
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  101
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Temple Terrace Publix Shopping Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
103
  	
  
 
  	
  
2
  	
  
 
  	
  
Stonebridge   Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
117
  	
  
 
  	
  
12/11/14
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  105
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Birmingham, AL
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
107
  	
  
 
  	
  
1
  	
  
 
  	
  
River   Pointe Shopping Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
358
  	
  
 
  
	
  108
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Akron, OH
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
109
  	
  
 
  	
  
2
  	
  
 
  	
  
Bayberry   Place Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  110
  	
  
 
  	
  
1
  	
  
 
  	
  
733   Yonkers Avenue
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
358
  	
  
 
  
	
  
111
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Tamiami Trail, FL)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  112
  	
  
 
  	
  
1
  	
  
 
  	
  
Wells   Lake Commerce Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
113
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Frontier Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  114
  	
  
 
  	
  
1
  	
  
 
  	
  
Hyde   Park Station Shopping Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
56
  	
  
 
  	
  
11/11/09
  	
  
 
  	
  
360
  	
  
 
  	
  
356
  	
  
 
  
	
  
115
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Avalon Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  116
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Jefferson Park Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
358
  	
  
 
  
	
  
118
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Danvers, MA
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  122
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Temple Terrace, FL
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
123
  	
  
 
  	
  
1
  	
  
 
  	
  
Firewheel   Corners Shopping Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
180
  	
  
 
  	
  
179
  	
  
 
  	
  
02/11/20
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  124
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Madison, AL
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
117
  	
  
 
  	
  
12/11/14
  	
  
 
  	
  
360
  	
  
 
  	
  
357
  	
  
 
  
	
  
126
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens/Chase   Bank - Houston (West Bellfort Avenue, TX)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  127
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Bradenton, FL
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
128
  	
  
 
  	
  
1
  	
  
 
  	
  
Market   Fair Shopping Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
58
  	
  
 
  	
  
01/11/10
  	
  
 
  	
  
360
  	
  
 
  	
  
358
  	
  
 
  
	
  130
  	
  
 
  	
  
1
  	
  
 
  	
  
Great   American Plaza (building A-2)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
117
  	
  
 
  	
  
12/11/14
  	
  
 
  	
  
360
  	
  
 
  	
  
357
  	
  
 
  
	
  
131
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Merritt Island, FL
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  133
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Naples, FL
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
135
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lilburn, GA
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  136
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Bossier City, LA
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
137
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Houston (Westheimer Road, TX)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  140
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Brooksville, FL
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
141
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Kalamazoo, MI
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  143
  	
  
 
  	
  
1
  	
  
 
  	
  
Kmart   Plaza Shopping Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
180
  	
  
 
  	
  
179
  	
  
 
  	
  
02/11/20
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
144
  	
  
 
  	
  
1
  	
  
 
  	
  
Riverside   Place
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  145
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Austin, TX
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
147
  	
  
 
  	
  
1
  	
  
 
  	
  
Dorchester   Square
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  149
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Kennesaw, GA
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
117
  	
  
 
  	
  
12/11/14
  	
  
 
  	
  
360
  	
  
 
  	
  
357
  	
  
 
  
	
  
150
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Lawrenceville (Duluth Highway, GA)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
117
  	
  
 
  	
  
12/11/14
  	
  
 
  	
  
360
  	
  
 
  	
  
357
  	
  
 
  
	
  151
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Bee Ridge Road, FL)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
152
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - New Smyrna Beach, FL
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  153
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Tampa, FL
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
154
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Marietta, GA
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  155
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lehigh Acres, FL
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  




	
  Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Ground   Lease
  	
   
 	
  
Master   Servicing
   Fee Rate
  	
   
 	
  
ARD Loans
  	
   
 	
  
Anticipated
   Repayment Date
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  89
  	
   
 	
  
1
  	
   
 	
  
Shoppes   at Tuscaloosa
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
90
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Placentia, CA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  92
  	
  
 
  	
  
1
  	
  
 
  	
  
Crosspointe   Plaza
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
93
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Retail Plaza at Dunedin, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  94
  	
  
 
  	
  
2
  	
  
 
  	
  
The   University Villa Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
95
  	
  
 
  	
  
1
  	
  
 
  	
  
Prairie   Creek Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  96
  	
  
 
  	
  
1
  	
  
 
  	
  
National   City Bank Building
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
97
  	
  
 
  	
  
2
  	
  
 
  	
  
Woodhaven   Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  98
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   - Texas City, TX
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
01/11/10
  	
  
 
  
	
  
99
  	
  
 
  	
  
1
  	
  
 
  	
  
Sunburst   Plaza Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  100
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   Shopping Center - Athens, OH
  	
   
 	
  
Leasehold
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
101
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Temple Terrace Publix Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  103
  	
  
 
  	
  
2
  	
  
 
  	
  
Stonebridge   Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
105
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Birmingham, AL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  107
  	
  
 
  	
  
1
  	
  
 
  	
  
River   Pointe Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
108
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Akron, OH
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  109
  	
  
 
  	
  
2
  	
  
 
  	
  
Bayberry   Place Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
110
  	
  
 
  	
  
1
  	
  
 
  	
  
733   Yonkers Avenue
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  111
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Tamiami Trail, FL)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
112
  	
  
 
  	
  
1
  	
  
 
  	
  
Wells   Lake Commerce Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  113
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Frontier Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
114
  	
  
 
  	
  
1
  	
  
 
  	
  
Hyde   Park Station Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  115
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Avalon Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
116
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Jefferson Park Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  118
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Danvers, MA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
122
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Temple Terrace, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  123
  	
  
 
  	
  
1
  	
  
 
  	
  
Firewheel   Corners Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
124
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Madison, AL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  126
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens/Chase   Bank - Houston (West Bellfort Avenue, TX)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
127
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Bradenton, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  128
  	
  
 
  	
  
1
  	
  
 
  	
  
Market   Fair Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
130
  	
  
 
  	
  
1
  	
  
 
  	
  
Great   American Plaza (building A-2)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
12/11/14
  	
  
 
  
	
  131
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Merritt Island, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
133
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Naples, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  135
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lilburn, GA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
136
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Bossier City, LA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  137
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Houston (Westheimer Road, TX)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
11/11/14
  	
  
 
  
	
  
140
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Brooksville, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  141
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Kalamazoo, MI
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
143
  	
  
 
  	
  
1
  	
  
 
  	
  
Kmart   Plaza Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  144
  	
  
 
  	
  
1
  	
  
 
  	
  
Riverside   Place
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
145
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Austin, TX
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  147
  	
  
 
  	
  
1
  	
  
 
  	
  
Dorchester   Square
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
149
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Kennesaw, GA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  150
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Lawrenceville (Duluth Highway, GA)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
151
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Bee Ridge Road, FL)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  152
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - New Smyrna Beach, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
153
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Tampa, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  154
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Marietta, GA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
155
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lehigh Acres, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Additional   Interest Rate
  	
   
 	
  
Loan   Originator
  	
   
 	
  
Environmental   Insurance
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  89
  	
   
 	
  
1
  	
   
 	
  
Shoppes   at Tuscaloosa
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
90
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Placentia, CA
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  92
  	
  
 
  	
  
1
  	
  
 
  	
  
Crosspointe   Plaza
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
93
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Retail Plaza at Dunedin, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  94
  	
  
 
  	
  
2
  	
  
 
  	
  
The   University Villa Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
95
  	
  
 
  	
  
1
  	
  
 
  	
  
Prairie   Creek Shopping Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  96
  	
  
 
  	
  
1
  	
  
 
  	
  
National   City Bank Building
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
97
  	
  
 
  	
  
2
  	
  
 
  	
  
Woodhaven   Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  98
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   - Texas City, TX
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
99
  	
  
 
  	
  
1
  	
  
 
  	
  
Sunburst   Plaza Shopping Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  100
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   Shopping Center - Athens, OH
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
101
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Temple Terrace Publix Shopping Center
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  103
  	
  
 
  	
  
2
  	
  
 
  	
  
Stonebridge   Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
105
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Birmingham, AL
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  107
  	
  
 
  	
  
1
  	
  
 
  	
  
River   Pointe Shopping Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
108
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Akron, OH
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  109
  	
  
 
  	
  
2
  	
  
 
  	
  
Bayberry   Place Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
110
  	
  
 
  	
  
1
  	
  
 
  	
  
733   Yonkers Avenue
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  111
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Tamiami Trail, FL)
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
112
  	
  
 
  	
  
1
  	
  
 
  	
  
Wells   Lake Commerce Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  113
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Frontier Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
114
  	
  
 
  	
  
1
  	
  
 
  	
  
Hyde   Park Station Shopping Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  115
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Avalon Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
116
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Jefferson Park Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  118
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Danvers, MA
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
122
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Temple Terrace, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  123
  	
  
 
  	
  
1
  	
  
 
  	
  
Firewheel   Corners Shopping Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
124
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Madison, AL
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  126
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens/Chase   Bank - Houston (West Bellfort Avenue, TX)
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
127
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Bradenton, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  128
  	
  
 
  	
  
1
  	
  
 
  	
  
Market   Fair Shopping Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
130
  	
  
 
  	
  
1
  	
  
 
  	
  
Great   American Plaza (building A-2)
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  131
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Merritt Island, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
133
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Naples, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  135
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lilburn, GA
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
136
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Bossier City, LA
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
Y
  	
  
 
  
	
  137
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Houston (Westheimer Road, TX)
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
140
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Brooksville, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  141
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Kalamazoo, MI
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
143
  	
  
 
  	
  
1
  	
  
 
  	
  
Kmart   Plaza Shopping Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  144
  	
  
 
  	
  
1
  	
  
 
  	
  
Riverside   Place
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
145
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Austin, TX
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  147
  	
  
 
  	
  
1
  	
  
 
  	
  
Dorchester   Square
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
149
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Kennesaw, GA
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  150
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Lawrenceville (Duluth Highway, GA)
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
151
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Bee Ridge Road, FL)
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  152
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - New Smyrna Beach, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
153
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Tampa, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  154
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Marietta, GA
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
155
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lehigh Acres, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Cross   Collateralized and Cross Defaulted Loan Flag
  	
   
 	
  
Defeasance   Loan (Y/N)
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  89
  	
   
 	
  
1
  	
   
 	
  
Shoppes   at Tuscaloosa
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
90
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Placentia, CA
  	
  
 
  	
  
Residence   Inn Portfolio #1
  	
  
 
  	
  
Y
  	
  
 
  
	
  
92
  	
  
 
  	
  
1
  	
  
 
  	
  
Crosspointe   Plaza
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  93
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Retail Plaza at Dunedin, FL
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
94
  	
  
 
  	
  
2
  	
  
 
  	
  
The   University Villa Apartments
  	
  
 
  	
  
Provo   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  95
  	
  
 
  	
  
1
  	
  
 
  	
  
Prairie   Creek Shopping Center
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
96
  	
  
 
  	
  
1
  	
  
 
  	
  
National   City Bank Building
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
97
  	
  
 
  	
  
2
  	
  
 
  	
  
Woodhaven   Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  98
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   - Texas City, TX
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
99
  	
  
 
  	
  
1
  	
  
 
  	
  
Sunburst   Plaza Shopping Center
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
100
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   Shopping Center - Athens, OH
  	
  
 
  	
  
Continental   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  101
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Temple Terrace Publix Shopping Center
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
103
  	
  
 
  	
  
2
  	
  
 
  	
  
Stonebridge   Apartments
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
105
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Birmingham, AL
  	
  
 
  	
  
Residence   Inn Portfolio #1
  	
  
 
  	
  
Y
  	
  
 
  
	
  107
  	
  
 
  	
  
1
  	
  
 
  	
  
River   Pointe Shopping Center
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
108
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Akron, OH
  	
  
 
  	
  
Residence   Inn Portfolio #1
  	
  
 
  	
  
Y
  	
  
 
  
	
  
109
  	
  
 
  	
  
2
  	
  
 
  	
  
Bayberry   Place Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  110
  	
  
 
  	
  
1
  	
  
 
  	
  
733   Yonkers Avenue
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
111
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Tamiami Trail, FL)
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
112
  	
  
 
  	
  
1
  	
  
 
  	
  
Wells   Lake Commerce Center
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  113
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Frontier Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
114
  	
  
 
  	
  
1
  	
  
 
  	
  
Hyde   Park Station Shopping Center
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
115
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Avalon Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  116
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Jefferson Park Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
118
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Danvers, MA
  	
  
 
  	
  
Residence   Inn Portfolio #1
  	
  
 
  	
  
Y
  	
  
 
  
	
  
122
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Temple Terrace, FL
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  123
  	
  
 
  	
  
1
  	
  
 
  	
  
Firewheel   Corners Shopping Center
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
124
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Madison, AL
  	
  
 
  	
  
Bernstein   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
126
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens/Chase   Bank - Houston (West Bellfort Avenue, TX)
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  127
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Bradenton, FL
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
128
  	
  
 
  	
  
1
  	
  
 
  	
  
Market   Fair Shopping Center
  	
  
 
  	
  
East   Capital Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  130
  	
  
 
  	
  
1
  	
  
 
  	
  
Great   American Plaza (building A-2)
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
131
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Merritt Island, FL
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
133
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Naples, FL
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  135
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lilburn, GA
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
136
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Bossier City, LA
  	
  
 
  	
  
Residence   Inn Portfolio #1
  	
  
 
  	
  
Y
  	
  
 
  
	
  137
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Houston (Westheimer Road, TX)
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
140
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Brooksville, FL
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
141
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Kalamazoo, MI
  	
  
 
  	
  
Residence   Inn Portfolio #1
  	
  
 
  	
  
Y
  	
  
 
  
	
  143
  	
  
 
  	
  
1
  	
  
 
  	
  
Kmart   Plaza Shopping Center
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
144
  	
  
 
  	
  
1
  	
  
 
  	
  
Riverside   Place
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
145
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Austin, TX
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  147
  	
  
 
  	
  
1
  	
  
 
  	
  
Dorchester   Square
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
149
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Kennesaw, GA
  	
  
 
  	
  
Bernstein   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
150
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Lawrenceville (Duluth Highway, GA)
  	
  
 
  	
  
Bernstein   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  151
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Bee Ridge Road, FL)
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
152
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - New Smyrna Beach, FL
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  153
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Tampa, FL
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
154
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Marietta, GA
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  155
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lehigh Acres, FL
  	
  
 
  	
  
Olympia   Portfolio
  	
  
 
  	
  
Y
  	
  
 
  




	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Early   Defeasance
  	
   
 	
  
Secured by   LC
  	
   
 	
  
Interest   Accrual
   Method
  	
   
 	
  
Lockbox
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  89
  	
   
 	
  
1
  	
   
 	
  
Shoppes   at Tuscaloosa
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  90
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Placentia, CA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
92
  	
  
 
  	
  
1
  	
  
 
  	
  
Crosspointe   Plaza
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  93
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Retail Plaza at Dunedin, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
94
  	
  
 
  	
  
2
  	
  
 
  	
  
The   University Villa Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  95
  	
  
 
  	
  
1
  	
  
 
  	
  
Prairie   Creek Shopping Center
  	
  
 
  	
  
N
  	
  
 
  	
  
Y
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
96
  	
  
 
  	
  
1
  	
  
 
  	
  
National   City Bank Building
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  97
  	
  
 
  	
  
2
  	
  
 
  	
  
Woodhaven   Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
98
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   - Texas City, TX
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  99
  	
  
 
  	
  
1
  	
  
 
  	
  
Sunburst   Plaza Shopping Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
100
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   Shopping Center - Athens, OH
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  101
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Temple Terrace Publix Shopping Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
103
  	
  
 
  	
  
2
  	
  
 
  	
  
Stonebridge   Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  105
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Birmingham, AL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
107
  	
  
 
  	
  
1
  	
  
 
  	
  
River   Pointe Shopping Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  108
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Akron, OH
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
109
  	
  
 
  	
  
2
  	
  
 
  	
  
Bayberry   Place Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  110
  	
  
 
  	
  
1
  	
  
 
  	
  
733   Yonkers Avenue
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
111
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Tamiami Trail, FL)
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  112
  	
  
 
  	
  
1
  	
  
 
  	
  
Wells   Lake Commerce Center
  	
  
 
  	
  
N
  	
  
 
  	
  
Y
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
113
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Frontier Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  114
  	
  
 
  	
  
1
  	
  
 
  	
  
Hyde   Park Station Shopping Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
115
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Avalon Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  116
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Jefferson Park Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
118
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Danvers, MA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  122
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Temple Terrace, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
123
  	
  
 
  	
  
1
  	
  
 
  	
  
Firewheel   Corners Shopping Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  124
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Madison, AL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
126
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens/Chase   Bank - Houston (West Bellfort Avenue, TX)
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  127
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Bradenton, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
128
  	
  
 
  	
  
1
  	
  
 
  	
  
Market   Fair Shopping Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  130
  	
  
 
  	
  
1
  	
  
 
  	
  
Great   American Plaza (building A-2)
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
131
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Merritt Island, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  133
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Naples, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
135
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lilburn, GA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  136
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Bossier City, LA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
137
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Houston (Westheimer Road, TX)
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  140
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Brooksville, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
141
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Kalamazoo, MI
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  143
  	
  
 
  	
  
1
  	
  
 
  	
  
Kmart   Plaza Shopping Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
144
  	
  
 
  	
  
1
  	
  
 
  	
  
Riverside   Place
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  145
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Austin, TX
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
147
  	
  
 
  	
  
1
  	
  
 
  	
  
Dorchester   Square
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  149
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Kennesaw, GA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
150
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Lawrenceville (Duluth Highway, GA)
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  151
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Bee Ridge Road, FL)
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
152
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - New Smyrna Beach, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  153
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Tampa, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
154
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Marietta, GA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  155
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lehigh Acres, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  




	
  Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Annual   Deposit to
   Replacement
   Reserve
  	
   
 	
  
Initial   Deposit to
   Capital
   Improvements
   Reserve
  	
   
 	
  
Initial   TI/LC
   Escrow
  	
   
 	
  
Ongoing   TI/LC
   Footnote
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  89
  	
   
 	
  
1
  	
   
 	
  
Shoppes   at Tuscaloosa
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
90
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Placentia, CA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  92
  	
  
 
  	
  
1
  	
  
 
  	
  
Crosspointe   Plaza
  	
  
 
  	
  
7,298
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
93
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Retail Plaza at Dunedin, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  94
  	
  
 
  	
  
2
  	
  
 
  	
  
The   University Villa Apartments
  	
  
 
  	
  
31,250
  	
  
 
  	
  
93,750
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
95
  	
  
 
  	
  
1
  	
  
 
  	
  
Prairie   Creek Shopping Center
  	
  
 
  	
  
6,621
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  96
  	
  
 
  	
  
1
  	
  
 
  	
  
National   City Bank Building
  	
  
 
  	
  
32,121
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
97
  	
  
 
  	
  
2
  	
  
 
  	
  
Woodhaven   Apartments
  	
  
 
  	
  
44,000
  	
  
 
  	
  
220,688
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  98
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   - Texas City, TX
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
99
  	
  
 
  	
  
1
  	
  
 
  	
  
Sunburst   Plaza Shopping Center
  	
  
 
  	
  
20,172
  	
  
 
  	
  
52,256
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  100
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s   Shopping Center - Athens, OH
  	
  
 
  	
  
5,289
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
101
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Temple Terrace Publix Shopping Center
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  103
  	
  
 
  	
  
2
  	
  
 
  	
  
Stonebridge   Apartments
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
105
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Birmingham, AL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  107
  	
  
 
  	
  
1
  	
  
 
  	
  
River   Pointe Shopping Center
  	
  
 
  	
  
4,290
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
108
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Akron, OH
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  109
  	
  
 
  	
  
2
  	
  
 
  	
  
Bayberry   Place Apartments
  	
  
 
  	
  
30,000
  	
  
 
  	
  
243,688
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
110
  	
  
 
  	
  
1
  	
  
 
  	
  
733   Yonkers Avenue
  	
  
 
  	
  
9,699
  	
  
 
  	
  
127,563
  	
  
 
  	
  
137,500
  	
  
 
  	
  
(3)
  	
  
 
  
	
  111
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Tamiami Trail, FL)
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
112
  	
  
 
  	
  
1
  	
  
 
  	
  
Wells   Lake Commerce Center
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  113
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Frontier Apartments
  	
  
 
  	
  
45,500
  	
  
 
  	
  
311,150
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
114
  	
  
 
  	
  
1
  	
  
 
  	
  
Hyde   Park Station Shopping Center
  	
  
 
  	
  
5,749
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  115
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Avalon Apartments
  	
  
 
  	
   
 	
  
 
  	
  
14,750
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
116
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Jefferson Park Apartments
  	
  
 
  	
  
7,500
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  118
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Danvers, MA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
122
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Temple Terrace, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  123
  	
  
 
  	
  
1
  	
  
 
  	
  
Firewheel   Corners Shopping Center
  	
  
 
  	
  
2,213
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
124
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Madison, AL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  126
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens/Chase   Bank - Houston (West Bellfort Avenue, TX)
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
127
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Bradenton, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  128
  	
  
 
  	
  
1
  	
  
 
  	
  
Market   Fair Shopping Center
  	
  
 
  	
  
16,437
  	
  
 
  	
  
4,375
  	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
130
  	
  
 
  	
  
1
  	
  
 
  	
  
Great   American Plaza (building A-2)
  	
  
 
  	
  
2,172
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  131
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Merritt Island, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
133
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Naples, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  135
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lilburn, GA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
136
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Bossier City, LA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  137
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Houston (Westheimer Road, TX)
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
140
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Brooksville, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  141
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence   Inn #1 - Kalamazoo, MI
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
143
  	
  
 
  	
  
1
  	
  
 
  	
  
Kmart   Plaza Shopping Center
  	
  
 
  	
  
14,386
  	
  
 
  	
  
6,906
  	
  
 
  	
  
100,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  144
  	
  
 
  	
  
1
  	
  
 
  	
  
Riverside   Place
  	
  
 
  	
   
 	
  
 
  	
  
93,250
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
145
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Austin, TX
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  147
  	
  
 
  	
  
1
  	
  
 
  	
  
Dorchester   Square
  	
  
 
  	
  
6,098
  	
  
 
  	
  
4,125
  	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
149
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Kennesaw, GA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  150
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens   - Lawrenceville (Duluth Highway, GA)
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
151
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Sarasota (Bee Ridge Road, FL)
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  152
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - New Smyrna Beach, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
153
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Tampa, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  154
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Marietta, GA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
155
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia   Walgreens - Lehigh Acres, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  




	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Address
  	
   
 	
  
City
  	
   
 	
  
State
  	
   
 	
  
Zip Code
  	
   
 	
  
County
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  156
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Decatur, GA
  	
  
 
  	
  
2035 Candler Road
  	
  
 
  	
  
Decatur
  	
  
 
  	
  
GA
  	
  
 
  	
  
30032
  	
  
 
  	
  
Dekalb
  	
  
 
  
	
  157
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Seminole, FL
  	
  
 
  	
  
10563 Park Boulevard
  	
  
 
  	
  
Seminole
  	
  
 
  	
  
FL
  	
  
 
  	
  
33772
  	
  
 
  	
  
Pinellas
  	
  
 
  
	
  
158
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Richmond   Heights, OH
  	
  
 
  	
  
751 Richmond Road
  	
  
 
  	
  
Richmond Heights
  	
  
 
  	
  
OH
  	
  
 
  	
  
44143
  	
  
 
  	
  
Cuyahoga
  	
  
 
  
	
  160
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Glen Burnie, MD
  	
  
 
  	
  
7953 Crain Highway South
  	
  
 
  	
  
Glen Burnie
  	
  
 
  	
  
MD
  	
  
 
  	
  
21061
  	
  
 
  	
  
Anne Arundel
  	
  
 
  
	
  
161
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Ocoee,   FL
  	
  
 
  	
  
1669 East Silver Star Road
  	
  
 
  	
  
Ocoee
  	
  
 
  	
  
FL
  	
  
 
  	
  
34761
  	
  
 
  	
  
Orange
  	
  
 
  
	
  162
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Jackson,   MS
  	
  
 
  	
  
881 East River Place
  	
  
 
  	
  
Jackson
  	
  
 
  	
  
MS
  	
  
 
  	
  
39202
  	
  
 
  	
  
Hinds
  	
  
 
  
	
  
163
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ashland, IL
  	
  
 
  	
  
8636 South Ashland Avenue
  	
  
 
  	
  
Chicago
  	
  
 
  	
  
IL
  	
  
 
  	
  
60620
  	
  
 
  	
  
Cook
  	
  
 
  
	
  164
  	
  
 
  	
  
1
  	
  
 
  	
  
Suwannee Plaza Shopping   Center
  	
  
 
  	
  
6820-6852 US Highway 129   & 10549-1553 Suwannee Plaza Boulevard
  	
  
 
  	
  
Live Oak
  	
  
 
  	
  
FL
  	
  
 
  	
  
32060
  	
  
 
  	
  
Suwannee
  	
  
 
  
	
  
167
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Garfield   Heights, OH
  	
  
 
  	
  
5090 Turney Road
  	
  
 
  	
  
Garfield Heights
  	
  
 
  	
  
OH
  	
  
 
  	
  
44125
  	
  
 
  	
  
Cuyahoga
  	
  
 
  
	
  170
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Hamilton, OH
  	
  
 
  	
  
562 Main Street
  	
  
 
  	
  
Hamilton
  	
  
 
  	
  
OH
  	
  
 
  	
  
45013
  	
  
 
  	
  
Butler
  	
  
 
  
	
  
171
  	
  
 
  	
  
1
  	
  
 
  	
  
Mings Shopping Center
  	
  
 
  	
  
1102-1130 Washington Street
  	
  
 
  	
  
Boston
  	
  
 
  	
  
MA
  	
  
 
  	
  
02118
  	
  
 
  	
  
Suffolk
  	
  
 
  
	
  175
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Homosassa, FL
  	
  
 
  	
  
4029 South Suncoast   Boulevard
  	
  
 
  	
  
Homosassa
  	
  
 
  	
  
FL
  	
  
 
  	
  
34446
  	
  
 
  	
  
Citrus
  	
  
 
  
	
  
176
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Reno, NV
  	
  
 
  	
  
12645 South Virginia Street
  	
  
 
  	
  
Reno
  	
  
 
  	
  
NV
  	
  
 
  	
  
89511
  	
  
 
  	
  
Washoe
  	
  
 
  
	
  178
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Oldsmar, FL
  	
  
 
  	
  
3770 Tampa Road
  	
  
 
  	
  
Oldsmar
  	
  
 
  	
  
FL
  	
  
 
  	
  
34677
  	
  
 
  	
  
Pinellas
  	
  
 
  
	
  
179
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Columbus, OH
  	
  
 
  	
  
3093 Cleveland Avenue
  	
  
 
  	
  
Columbus
  	
  
 
  	
  
OH
  	
  
 
  	
  
43224
  	
  
 
  	
  
Franklin
  	
  
 
  
	
  180
  	
  
 
  	
  
2
  	
  
 
  	
  
Autumn Manor Apartments
  	
  
 
  	
  
9960 McCombs Street
  	
  
 
  	
  
El Paso
  	
  
 
  	
  
TX
  	
  
 
  	
  
79924
  	
  
 
  	
  
El Paso
  	
  
 
  
	
  
182
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Lake   Wales, FL
  	
  
 
  	
  
1903 State Road 60 East
  	
  
 
  	
  
Lake Wales
  	
  
 
  	
  
FL
  	
  
 
  	
  
33853
  	
  
 
  	
  
Polk
  	
  
 
  
	
  184
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Medway, MA
  	
  
 
  	
  
68 Main Street
  	
  
 
  	
  
Medway
  	
  
 
  	
  
MA
  	
  
 
  	
  
02053
  	
  
 
  	
  
Norfolk
  	
  
 
  
	
  
186
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Clinton, CT
  	
  
 
  	
  
218 East Main Street
  	
  
 
  	
  
Clinton
  	
  
 
  	
  
CT
  	
  
 
  	
  
06413
  	
  
 
  	
  
Middlesex
  	
  
 
  
	
  187
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Willimantic, CT
  	
  
 
  	
  
1475 West Main Street
  	
  
 
  	
  
Willimantic
  	
  
 
  	
  
CT
  	
  
 
  	
  
06226
  	
  
 
  	
  
Windham
  	
  
 
  
	
  
188
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Fairborn, OH
  	
  
 
  	
  
183 West Dayton Yellow   Springs Road
  	
  
 
  	
  
Fairborn
  	
  
 
  	
  
OH
  	
  
 
  	
  
45324
  	
  
 
  	
  
Greene
  	
  
 
  
	
  189
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Goldsboro, NC
  	
  
 
  	
  
2606 East Ash Street
  	
  
 
  	
  
Goldsboro
  	
  
 
  	
  
NC
  	
  
 
  	
  
27534
  	
  
 
  	
  
Wayne
  	
  
 
  
	
  
190
  	
  
 
  	
  
1
  	
  
 
  	
  
Broadway Corners
  	
  
 
  	
  
5949 Broadway Boulevard
  	
  
 
  	
  
Garland
  	
  
 
  	
  
TX
  	
  
 
  	
  
75043
  	
  
 
  	
  
Dallas
  	
  
 
  
	
  191
  	
  
 
  	
  
1
  	
  
 
  	
  
Shoppes at Trace Fork
  	
  
 
  	
  
40 RHL Boulevard
  	
  
 
  	
  
South Charleston
  	
  
 
  	
  
WV
  	
  
 
  	
  
25309
  	
  
 
  	
  
Kanawha
  	
  
 
  
	
  
193
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Memphis,   TN
  	
  
 
  	
  
6141 Old Poplar Pike
  	
  
 
  	
  
Memphis
  	
  
 
  	
  
TN
  	
  
 
  	
  
38119
  	
  
 
  	
  
Shelby
  	
  
 
  
	
  195
  	
  
 
  	
  
1
  	
  
 
  	
  
Babcock Apartments
  	
  
 
  	
  
222 and 230 Babcock Street
  	
  
 
  	
  
Brookline
  	
  
 
  	
  
MA
  	
  
 
  	
  
02446
  	
  
 
  	
  
Norfolk
  	
  
 
  
	
  
196
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ponca City, OK
  	
  
 
  	
  
2300 North 14th Street
  	
  
 
  	
  
Ponca City
  	
  
 
  	
  
OK
  	
  
 
  	
  
74601
  	
  
 
  	
  
Kay
  	
  
 
  
	
  197
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Jacksonville,   AR
  	
  
 
  	
  
819 Main Street
  	
  
 
  	
  
Jacksonville
  	
  
 
  	
  
AR
  	
  
 
  	
  
72076
  	
  
 
  	
  
Pulaski
  	
  
 
  
	
  
198
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Eatonville, FL
  	
  
 
  	
  
2814 West Kennedy Boulevard
  	
  
 
  	
  
Eatonville
  	
  
 
  	
  
FL
  	
  
 
  	
  
32810
  	
  
 
  	
  
Orange
  	
  
 
  
	
  199
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Medical/Office Pool
  	
  
 
  	
  
Various
  	
  
 
  	
  
Dunedin
  	
  
 
  	
  
FL
  	
  
 
  	
  
34698
  	
  
 
  	
  
Pinellas
  	
  
 
  
	
  
199.1
  	
  
 
  	
   
 	
  
 
  	
  
Medical Associates of   Pinellas Building
  	
  
 
  	
  
1064 Keene Road
  	
  
 
  	
  
Dunedin
  	
  
 
  	
  
FL
  	
  
 
  	
  
34698
  	
  
 
  	
  
Pinellas
  	
  
 
  
	
  199.2
  	
  
 
  	
   
 	
  
 
  	
  
Olympia Office Center
  	
  
 
  	
  
1060 Keene Road
  	
  
 
  	
  
Dunedin
  	
  
 
  	
  
FL
  	
  
 
  	
  
34698
  	
  
 
  	
  
Pinellas
  	
  
 
  
	
  
200
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Newton, IA
  	
  
 
  	
  
1204 1st Avenue East
  	
  
 
  	
  
Newton
  	
  
 
  	
  
IA
  	
  
 
  	
  
50208
  	
  
 
  	
  
Jasper
  	
  
 
  
	
  202
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Carlsbad, NM
  	
  
 
  	
  
1401 West Pierce Street
  	
  
 
  	
  
Carlsbad
  	
  
 
  	
  
NM
  	
  
 
  	
  
88220
  	
  
 
  	
  
Eddy
  	
  
 
  
	
  
203
  	
  
 
  	
  
1
  	
  
 
  	
  
Rite Aid - Midland, MI
  	
  
 
  	
  
2910 Ashman Street
  	
  
 
  	
  
Midland
  	
  
 
  	
  
MI
  	
  
 
  	
  
48640
  	
  
 
  	
  
Midland
  	
  
 
  
	
  204
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Slidell, LA
  	
  
 
  	
  
4142 Pontchartrain Drive
  	
  
 
  	
  
Slidell
  	
  
 
  	
  
LA
  	
  
 
  	
  
70458
  	
  
 
  	
  
St. Tammany Parish
  	
  
 
  
	
  
205
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Edgewood, NM
  	
  
 
  	
  
5 Walker Road
  	
  
 
  	
  
Edgewood
  	
  
 
  	
  
NM
  	
  
 
  	
  
87015
  	
  
 
  	
  
Santa Fe
  	
  
 
  
	
  206
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s - Athens, OH
  	
  
 
  	
  
975 East State Street
  	
  
 
  	
  
Athens
  	
  
 
  	
  
OH
  	
  
 
  	
  
45701
  	
  
 
  	
  
Athens
  	
  
 
  
	
  
207
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Covington, TN
  	
  
 
  	
  
950 Highway 51N
  	
  
 
  	
  
Covington
  	
  
 
  	
  
TN
  	
  
 
  	
  
38019
  	
  
 
  	
  
Tipton
  	
  
 
  
	
  209
  	
  
 
  	
  
1
  	
  
 
  	
  
The Courtyard at Westgate
  	
  
 
  	
  
105-107 Westgate Drive
  	
  
 
  	
  
Burlington
  	
  
 
  	
  
MA
  	
  
 
  	
  
01803
  	
  
 
  	
  
Middlesex
  	
  
 
  
	
  
210
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Spring, TX
  	
  
 
  	
  
560 Rayford Road
  	
  
 
  	
  
Spring
  	
  
 
  	
  
TX
  	
  
 
  	
  
77386
  	
  
 
  	
  
Montgomery
  	
  
 
  
	
  212
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Memphis, TN
  	
  
 
  	
  
3060 Thomas Street
  	
  
 
  	
  
Memphis
  	
  
 
  	
  
TN
  	
  
 
  	
  
38127
  	
  
 
  	
  
Shelby
  	
  
 
  
	
  
215
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Warren, OH
  	
  
 
  	
  
1560 Parkman Road NW
  	
  
 
  	
  
Warren
  	
  
 
  	
  
OH
  	
  
 
  	
  
44485
  	
  
 
  	
  
Trumbull
  	
  
 
  
	
  216
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Retail Plaza at   Daytona Beach, FL
  	
  
 
  	
  
600 East Seabreeze   Boulevard and 537 North Atlantic Avenue
  	
  
 
  	
  
Daytona Beach
  	
  
 
  	
  
FL
  	
  
 
  	
  
32118
  	
  
 
  	
  
Volusia
  	
  
 
  
	
  
217
  	
  
 
  	
  
2
  	
  
 
  	
  
Brook Crossing Apartments
  	
  
 
  	
  
3816 Wilshire Boulevard
  	
  
 
  	
  
Wilmington
  	
  
 
  	
  
NC
  	
  
 
  	
  
28403
  	
  
 
  	
  
New Hanover
  	
  
 
  
	
  218
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Applebees - Lithia   Springs, GA
  	
  
 
  	
  
550 Thornton Road
  	
  
 
  	
  
Lithia Springs
  	
  
 
  	
  
GA
  	
  
 
  	
  
30122
  	
  
 
  	
  
Douglas
  	
  
 
  
	
  
219
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Lawrence,   KS
  	
  
 
  	
  
400 West 23rd Street
  	
  
 
  	
  
Lawrence
  	
  
 
  	
  
KS
  	
  
 
  	
  
66046
  	
  
 
  	
  
Douglas
  	
  
 
  
	
  220
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Rocky Hill, CT
  	
  
 
  	
  
303 Cromwell Avenue
  	
  
 
  	
  
Rocky Hill
  	
  
 
  	
  
CT
  	
  
 
  	
  
06067
  	
  
 
  	
  
Hartford
  	
  
 
  
	
  
221
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Santa Clarita,   CA
  	
  
 
  	
  
27908 Seco Canyon Road
  	
  
 
  	
  
Santa Clarita
  	
  
 
  	
  
CA
  	
  
 
  	
  
91350
  	
  
 
  	
  
Los Angeles
  	
  
 
  
	
  223
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cahokia,   IL
  	
  
 
  	
  
1201 Camp Jackson Road
  	
  
 
  	
  
Cahokia
  	
  
 
  	
  
IL
  	
  
 
  	
  
62206
  	
  
 
  	
  
Saint Clair
  	
  
 
  
	
  
224
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cleveland,   OH
  	
  
 
  	
  
15609 Lakeshore Boulevard
  	
  
 
  	
  
Cleveland
  	
  
 
  	
  
OH
  	
  
 
  	
  
44110
  	
  
 
  	
  
Cuyahoga
  	
  
 
  
	
  225
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Houston   (Almeda Road), TX
  	
  
 
  	
  
5202 Almeda Road
  	
  
 
  	
  
Houston
  	
  
 
  	
  
TX
  	
  
 
  	
  
77004
  	
  
 
  	
  
Harris
  	
  
 
  
	
  
226
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Wayne, NJ
  	
  
 
  	
  
23 Barbour Pond Drive
  	
  
 
  	
  
Wayne
  	
  
 
  	
  
NJ
  	
  
 
  	
  
07470
  	
  
 
  	
  
Passaic
  	
  
 
  








	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Cut-Off   Date
   Loan Balance ($)
  	
   
 	
  
Monthly   P&I
   Payments ($)
  	
   
 	
  
Grace
   Days
  	
   
 	
  
Mortgage
   Rate (%)
  	
   
 	
  
Number of
   Units
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  156
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Decatur, GA
  	
   
 	
  
3,399,000.00
  	
  
 
  	
  
21,280.75
  	
  
 
  	
   
 	
  
 
  	
  
5.7000%
  	
  
 
  	
  
13,905
  	
  
 
  
	
  157
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Seminole, FL
  	
   
 	
  
3,399,000.00
  	
  
 
  	
  
21,280.75
  	
  
 
  	
   
 	
  
 
  	
  
5.7000%
  	
  
 
  	
  
15,930
  	
  
 
  
	
  
158
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Richmond Heights,   OH
  	
   
 	
  
3,387,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.3000%
  	
  
 
  	
  
13,216
  	
  
 
  
	
  160
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Glen Burnie, MD
  	
   
 	
  
3,369,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.0000%
  	
  
 
  	
  
13,650
  	
  
 
  
	
  
161
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Ocoee,   FL
  	
   
 	
  
3,361,000.00
  	
  
 
  	
  
21,042.83
  	
  
 
  	
   
 	
  
 
  	
  
5.7000%
  	
  
 
  	
  
15,120
  	
  
 
  
	
  162
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Jackson,   MS
  	
   
 	
  
3,360,000.00
  	
  
 
  	
  
23,491.19
  	
  
 
  	
   
 	
  
 
  	
  
6.8800%
  	
  
 
  	
  
119
  	
  
 
  
	
  
163
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ashland, IL
  	
   
 	
  
3,338,309.35
  	
  
 
  	
  
18,939.26
  	
  
 
  	
   
 	
  
 
  	
  
5.4800%
  	
  
 
  	
  
15,035
  	
  
 
  
	
  164
  	
  
 
  	
  
1
  	
  
 
  	
  
Suwannee Plaza Shopping   Center
  	
   
 	
  
3,253,878.91
  	
  
 
  	
  
19,863.80
  	
  
 
  	
   
 	
  
 
  	
  
5.4200%
  	
  
 
  	
  
38,171
  	
  
 
  
	
  
167
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Garfield   Heights, OH
  	
   
 	
  
3,128,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.3500%
  	
  
 
  	
  
13,650
  	
  
 
  
	
  170
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Hamilton, OH
  	
   
 	
  
3,033,250.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.5000%
  	
  
 
  	
  
13,650
  	
  
 
  
	
  
171
  	
  
 
  	
  
1
  	
  
 
  	
  
Mings Shopping Center
  	
   
 	
  
3,000,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.3000%
  	
  
 
  	
  
28,509
  	
  
 
  
	
  175
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Homosassa, FL
  	
   
 	
  
2,983,000.00
  	
  
 
  	
  
18,676.22
  	
  
 
  	
   
 	
  
 
  	
  
5.7000%
  	
  
 
  	
  
15,930
  	
  
 
  
	
  
176
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Reno, NV
  	
   
 	
  
2,952,688.35
  	
  
 
  	
  
16,226.26
  	
  
 
  	
   
 	
  
 
  	
  
5.1850%
  	
  
 
  	
  
14,560
  	
  
 
  
	
  178
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Oldsmar, FL
  	
   
 	
  
2,870,000.00
  	
  
 
  	
  
17,968.74
  	
  
 
  	
   
 	
  
 
  	
  
5.7000%
  	
  
 
  	
  
15,120
  	
  
 
  
	
  
179
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Columbus, OH
  	
   
 	
  
2,868,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.1000%
  	
  
 
  	
  
14,490
  	
  
 
  
	
  180
  	
  
 
  	
  
2
  	
  
 
  	
  
Autumn Manor Apartments
  	
   
 	
  
2,850,000.00
  	
  
 
  	
  
15,632.06
  	
  
 
  	
   
 	
  
 
  	
  
5.1900%
  	
  
 
  	
  
159
  	
  
 
  
	
  
182
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Lake   Wales, FL
  	
   
 	
  
2,832,000.00
  	
  
 
  	
  
17,730.82
  	
  
 
  	
   
 	
  
 
  	
  
5.7000%
  	
  
 
  	
  
15,930
  	
  
 
  
	
  184
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Medway, MA
  	
   
 	
  
2,751,096.59
  	
  
 
  	
  
15,452.98
  	
  
 
  	
   
 	
  
 
  	
  
5.3900%
  	
  
 
  	
  
14,560
  	
  
 
  
	
  
186
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Clinton, CT
  	
   
 	
  
2,711,219.00
  	
  
 
  	
  
15,500.75
  	
  
 
  	
   
 	
  
 
  	
  
5.5500%
  	
  
 
  	
  
13,650
  	
  
 
  
	
  187
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Willimantic, CT
  	
   
 	
  
2,709,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.5000%
  	
  
 
  	
  
13,650
  	
  
 
  
	
  
188
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Fairborn, OH
  	
   
 	
  
2,617,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.5000%
  	
  
 
  	
  
14,490
  	
  
 
  
	
  189
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Goldsboro, NC
  	
   
 	
  
2,611,510.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.5000%
  	
  
 
  	
  
14,560
  	
  
 
  
	
  
190
  	
  
 
  	
  
1
  	
  
 
  	
  
Broadway Corners
  	
   
 	
  
2,600,000.00
  	
  
 
  	
  
14,357.03
  	
  
 
  	
   
 	
  
 
  	
  
5.2500%
  	
  
 
  	
  
13,719
  	
  
 
  
	
  191
  	
  
 
  	
  
1
  	
  
 
  	
  
Shoppes at Trace Fork
  	
   
 	
  
2,596,312.20
  	
  
 
  	
  
14,567.36
  	
  
 
  	
   
 	
  
 
  	
  
5.3800%
  	
  
 
  	
  
23,754
  	
  
 
  
	
  
193
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Memphis,   TN
  	
   
 	
  
2,535,000.00
  	
  
 
  	
  
17,723.26
  	
  
 
  	
   
 	
  
 
  	
  
6.8800%
  	
  
 
  	
  
105
  	
  
 
  
	
  195
  	
  
 
  	
  
1
  	
  
 
  	
  
Babcock Apartments
  	
   
 	
  
2,500,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.2500%
  	
  
 
  	
  
62
  	
  
 
  
	
  
196
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ponca City, OK
  	
   
 	
  
2,443,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.5900%
  	
  
 
  	
  
14,560
  	
  
 
  
	
  197
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Jacksonville,   AR
  	
   
 	
  
2,431,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.1000%
  	
  
 
  	
  
14,560
  	
  
 
  
	
  
198
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Eatonville, FL
  	
   
 	
  
2,417,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.1000%
  	
  
 
  	
  
14,560
  	
  
 
  
	
  199
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Medical/Office Pool
  	
   
 	
  
2,402,000.00
  	
  
 
  	
  
15,038.64
  	
  
 
  	
   
 	
  
 
  	
  
5.7000%
  	
  
 
  	
  
27,968
  	
  
 
  
	
  
199.1
  	
  
 
  	
   
 	
  
 
  	
  
Medical Associates of   Pinellas Building
  	
   
 	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
13,984
  	
  
 
  
	
  199.2
  	
  
 
  	
   
 	
  
 
  	
  
Olympia Office Center
  	
   
 	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
13,984
  	
  
 
  
	
  
200
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Newton, IA
  	
   
 	
  
2,393,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.0600%
  	
  
 
  	
  
15,047
  	
  
 
  
	
  202
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Carlsbad, NM
  	
   
 	
  
2,335,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.5000%
  	
  
 
  	
  
14,560
  	
  
 
  
	
  
203
  	
  
 
  	
  
1
  	
  
 
  	
  
Rite Aid - Midland, MI
  	
   
 	
  
2,196,909.80
  	
  
 
  	
  
12,449.98
  	
  
 
  	
   
 	
  
 
  	
  
5.4700%
  	
  
 
  	
  
11,180
  	
  
 
  
	
  204
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Slidell, LA
  	
   
 	
  
2,192,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.3500%
  	
  
 
  	
  
14,560
  	
  
 
  
	
  
205
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Edgewood, NM
  	
   
 	
  
2,128,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.5000%
  	
  
 
  	
  
14,560
  	
  
 
  
	
  206
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s - Athens, OH
  	
   
 	
  
2,116,953.31
  	
  
 
  	
  
11,719.85
  	
  
 
  	
   
 	
  
 
  	
  
5.2600%
  	
  
 
  	
  
109,812
  	
  
 
  
	
  
207
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Covington, TN
  	
   
 	
  
2,096,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.1800%
  	
  
 
  	
  
14,560
  	
  
 
  
	
  209
  	
  
 
  	
  
1
  	
  
 
  	
  
The Courtyard at Westgate
  	
   
 	
  
2,000,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.2500%
  	
  
 
  	
  
20
  	
  
 
  
	
  
210
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Spring, TX
  	
   
 	
  
1,973,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.1900%
  	
  
 
  	
  
14,560
  	
  
 
  
	
  212
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Memphis, TN
  	
   
 	
  
1,924,800.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.3600%
  	
  
 
  	
  
11,180
  	
  
 
  
	
  
215
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Warren, OH
  	
   
 	
  
1,842,700.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.3600%
  	
  
 
  	
  
11,180
  	
  
 
  
	
  216
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Retail Plaza at   Daytona Beach, FL
  	
   
 	
  
1,795,000.00
  	
  
 
  	
  
10,809.51
  	
  
 
  	
   
 	
  
 
  	
  
5.3000%
  	
  
 
  	
  
21,226
  	
  
 
  
	
  
217
  	
  
 
  	
  
2
  	
  
 
  	
  
Brook Crossing Apartments
  	
   
 	
  
1,772,482.37
  	
  
 
  	
  
9,945.02
  	
  
 
  	
   
 	
  
 
  	
  
5.3800%
  	
  
 
  	
  
40
  	
  
 
  
	
  218
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Applebees - Lithia   Springs, GA
  	
   
 	
  
1,662,000.00
  	
  
 
  	
  
10,405.59
  	
  
 
  	
   
 	
  
 
  	
  
5.7000%
  	
  
 
  	
  
4,523
  	
  
 
  
	
  
219
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Lawrence,   KS
  	
   
 	
  
1,526,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.1500%
  	
  
 
  	
  
12,844
  	
  
 
  
	
  220
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Rocky Hill, CT
  	
   
 	
  
1,366,369.70
  	
  
 
  	
  
8,479.96
  	
  
 
  	
   
 	
  
 
  	
  
5.5900%
  	
  
 
  	
  
10,140
  	
  
 
  
	
  
221
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Santa Clarita,   CA
  	
   
 	
  
1,334,405.85
  	
  
 
  	
  
8,281.59
  	
  
 
  	
   
 	
  
 
  	
  
5.5900%
  	
  
 
  	
  
9,850
  	
  
 
  
	
  223
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cahokia, IL
  	
   
 	
  
1,305,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
4.6200%
  	
  
 
  	
  
13,422
  	
  
 
  
	
  
224
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cleveland,   OH
  	
   
 	
  
1,224,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
4.6200%
  	
  
 
  	
  
13,500
  	
  
 
  
	
  225
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Houston   (Almeda Road), TX
  	
   
 	
  
1,207,000.00
  	
  
 
  	
  
IO
  	
  
 
  	
   
 	
  
 
  	
  
5.1500%
  	
  
 
  	
  
13,000
  	
  
 
  
	
  
226
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Wayne, NJ
  	
   
 	
  
1,157,979.30
  	
  
 
  	
  
7,186.65
  	
  
 
  	
   
 	
  
 
  	
  
5.5900%
  	
  
 
  	
  
9,390
  	
  
 
  








	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Unit of
   Measure
  	
   
 	
  
Original   Term
   to Maturity or
   ARD (Mos.)
  	
   
 	
  
Remaining
   Term to
   Maturity or
   ARD (Mos.)
  	
   
 	
  
Maturity   Date
   or ARD
  	
   
 	
  
Original
   Amort Term (Mos.)
  	
   
 	
  
Remaining
   Amort Term
   (Mos.)
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  156
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Decatur, GA
  	
   
 	
  
Sq. Ft.
  	
   
 	
  
120
  	
   
 	
  
119
  	
   
 	
  
02/11/15
  	
   
 	
  
300
  	
   
 	
  
300
  	
   
 
	
  157
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Seminole, FL
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
158
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Richmond   Heights, OH
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  160
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Glen Burnie, MD
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
117
  	
  
 
  	
  
12/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
161
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Ocoee,   FL
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  162
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Jackson,   MS
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
163
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ashland, IL
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  164
  	
  
 
  	
  
1
  	
  
 
  	
  
Suwannee Plaza Shopping   Center
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
299
  	
  
 
  
	
  
167
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Garfield   Heights, OH
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
117
  	
  
 
  	
  
12/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  170
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Hamilton, OH
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
114
  	
  
 
  	
  
09/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
171
  	
  
 
  	
  
1
  	
  
 
  	
  
Mings Shopping Center
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  175
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Homosassa, FL
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
176
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Reno, NV
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
358
  	
  
 
  
	
  178
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Oldsmar, FL
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
179
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Columbus, OH
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  180
  	
  
 
  	
  
2
  	
  
 
  	
  
Autumn Manor Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
182
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Lake   Wales, FL
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  184
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Medway, MA
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
186
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Clinton, CT
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  187
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Willimantic, CT
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
115
  	
  
 
  	
  
10/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
188
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Fairborn, OH
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
115
  	
  
 
  	
  
10/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  189
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Goldsboro, NC
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
114
  	
  
 
  	
  
09/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
190
  	
  
 
  	
  
1
  	
  
 
  	
  
Broadway Corners
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
59
  	
  
 
  	
  
02/11/10
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  191
  	
  
 
  	
  
1
  	
  
 
  	
  
Shoppes at Trace Fork
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
193
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Memphis,   TN
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  195
  	
  
 
  	
  
1
  	
  
 
  	
  
Babcock Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
196
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ponca City, OK
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
117
  	
  
 
  	
  
12/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  197
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Jacksonville,   AR
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
198
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Eatonville, FL
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  199
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Medical/Office Pool
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
199.1
  	
  
 
  	
   
 	
  
 
  	
  
Medical Associates of   Pinellas Building
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  199.2
  	
  
 
  	
   
 	
  
 
  	
  
Olympia Office Center
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
200
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Newton, IA
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
55
  	
  
 
  	
  
10/11/09
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  202
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Carlsbad, NM
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
114
  	
  
 
  	
  
09/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
203
  	
  
 
  	
  
1
  	
  
 
  	
  
Rite Aid - Midland, MI
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  204
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Slidell, LA
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
205
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Edgewood, NM
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
115
  	
  
 
  	
  
10/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  206
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s - Athens, OH
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
207
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Covington, TN
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
116
  	
  
 
  	
  
11/11/14
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  209
  	
  
 
  	
  
1
  	
  
 
  	
  
The Courtyard at Westgate
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
210
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Spring, TX
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  212
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Memphis, TN
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
56
  	
  
 
  	
  
11/11/09
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
215
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Warren, OH
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
56
  	
  
 
  	
  
11/11/09
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  216
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Retail Plaza at   Daytona Beach, FL
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
217
  	
  
 
  	
  
2
  	
  
 
  	
  
Brook Crossing Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  218
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Applebees - Lithia   Springs, GA
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
219
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Lawrence,   KS
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
56
  	
  
 
  	
  
11/11/09
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  220
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Rocky Hill, CT
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
299
  	
  
 
  
	
  
221
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Santa Clarita,   CA
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
299
  	
  
 
  
	
  223
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cahokia,   IL
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
57
  	
  
 
  	
  
12/11/09
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
224
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cleveland,   OH
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
57
  	
  
 
  	
  
12/11/09
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  225
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Houston   (Almeda Road), TX
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
56
  	
  
 
  	
  
11/11/09
  	
  
 
  	
  
IO
  	
  
 
  	
  
IO
  	
  
 
  
	
  
226
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Wayne, NJ
  	
   
 	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
299
  	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Ground   Lease
  	
   
 	
  
Master   Servicing
   Fee Rate
  	
   
 	
  
ARD Loans
  	
   
 	
  
Anticipated
   Repayment Date
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  156
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Decatur, GA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  157
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Seminole, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
158
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Richmond   Heights, OH
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
11/11/14
  	
  
 
  
	
  160
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Glen Burnie, MD
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
12/11/14
  	
  
 
  
	
  
161
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Ocoee,   FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  162
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Jackson,   MS
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
163
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ashland, IL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  164
  	
  
 
  	
  
1
  	
  
 
  	
  
Suwannee Plaza Shopping   Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
167
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Garfield   Heights, OH
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
12/11/14
  	
  
 
  
	
  170
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Hamilton, OH
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
09/11/14
  	
  
 
  
	
  
171
  	
  
 
  	
  
1
  	
  
 
  	
  
Mings Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  175
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Homosassa, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
176
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Reno, NV
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  178
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Oldsmar, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
179
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Columbus, OH
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  180
  	
  
 
  	
  
2
  	
  
 
  	
  
Autumn Manor Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
182
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Lake   Wales, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  184
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Medway, MA
  	
   
 	
  
Leasehold
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
186
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Clinton, CT
  	
   
 	
  
Leasehold
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  187
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Willimantic, CT
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
10/11/14
  	
  
 
  
	
  
188
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Fairborn, OH
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
10/11/14
  	
  
 
  
	
  189
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Goldsboro, NC
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
09/11/14
  	
  
 
  
	
  
190
  	
  
 
  	
  
1
  	
  
 
  	
  
Broadway Corners
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  191
  	
  
 
  	
  
1
  	
  
 
  	
  
Shoppes at Trace Fork
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
193
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Memphis,   TN
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  195
  	
  
 
  	
  
1
  	
  
 
  	
  
Babcock Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
196
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ponca City, OK
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
12/11/14
  	
  
 
  
	
  197
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Jacksonville,   AR
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
01/11/15
  	
  
 
  
	
  
198
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Eatonville, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
11/11/14
  	
  
 
  
	
  199
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Medical/Office Pool
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
199.1
  	
  
 
  	
   
 	
  
 
  	
  
Medical Associates of   Pinellas Building
  	
   
 	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  199.2
  	
  
 
  	
   
 	
  
 
  	
  
Olympia Office Center
  	
   
 	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
200
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Newton, IA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
10/11/09
  	
  
 
  
	
  202
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Carlsbad, NM
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
09/11/14
  	
  
 
  
	
  
203
  	
  
 
  	
  
1
  	
  
 
  	
  
Rite Aid - Midland, MI
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  204
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Slidell, LA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
11/11/14
  	
  
 
  
	
  
205
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Edgewood, NM
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
10/11/14
  	
  
 
  
	
  206
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s - Athens, OH
  	
   
 	
  
Leasehold
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
207
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Covington, TN
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
11/11/14
  	
  
 
  
	
  209
  	
  
 
  	
  
1
  	
  
 
  	
  
The Courtyard at Westgate
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
210
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Spring, TX
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
01/11/15
  	
  
 
  
	
  212
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Memphis, TN
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
11/11/09
  	
  
 
  
	
  
215
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Warren, OH
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
11/11/09
  	
  
 
  
	
  216
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Retail Plaza at   Daytona Beach, FL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
217
  	
  
 
  	
  
2
  	
  
 
  	
  
Brook Crossing Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  218
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Applebees - Lithia   Springs, GA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
219
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Lawrence,   KS
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
11/11/09
  	
  
 
  
	
  220
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Rocky Hill, CT
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
221
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Santa Clarita,   CA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  223
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cahokia,   IL
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
12/11/09
  	
  
 
  
	
  
224
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cleveland,   OH
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
12/11/09
  	
  
 
  
	
  225
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Houston   (Almeda Road), TX
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
11/11/09
  	
  
 
  
	
  
226
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Wayne, NJ
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Additional   Interest Rate
  	
   
 	
  
Loan   Originator
  	
   
 	
  
Environmental   Insurance
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  156
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Decatur, GA
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
157
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Seminole, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  158
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Richmond   Heights, OH
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
160
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Glen Burnie, MD
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  161
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Ocoee,   FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
162
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Jackson,   MS
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  163
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ashland, IL
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
164
  	
  
 
  	
  
1
  	
  
 
  	
  
Suwannee Plaza Shopping   Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  167
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Garfield   Heights, OH
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
170
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Hamilton, OH
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  171
  	
  
 
  	
  
1
  	
  
 
  	
  
Mings Shopping Center
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
175
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Homosassa, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  176
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Reno, NV
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
178
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Oldsmar, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  179
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Columbus, OH
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
180
  	
  
 
  	
  
2
  	
  
 
  	
  
Autumn Manor Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  182
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Lake   Wales, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
184
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Medway, MA
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  186
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Clinton, CT
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
Y
  	
  
 
  
	
  
187
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Willimantic, CT
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  188
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Fairborn, OH
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
189
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Goldsboro, NC
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  190
  	
  
 
  	
  
1
  	
  
 
  	
  
Broadway Corners
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
191
  	
  
 
  	
  
1
  	
  
 
  	
  
Shoppes at Trace Fork
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  193
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Memphis,   TN
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
195
  	
  
 
  	
  
1
  	
  
 
  	
  
Babcock Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  196
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ponca City, OK
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
197
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Jacksonville,   AR
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  198
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Eatonville, FL
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
199
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Medical/Office Pool
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  199.1
  	
  
 
  	
   
 	
  
 
  	
  
Medical Associates of   Pinellas Building
  	
   
 	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
199.2
  	
  
 
  	
   
 	
  
 
  	
  
Olympia Office Center
  	
   
 	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  200
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Newton, IA
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
202
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Carlsbad, NM
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  203
  	
  
 
  	
  
1
  	
  
 
  	
  
Rite Aid - Midland, MI
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
204
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Slidell, LA
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  205
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Edgewood, NM
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
206
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s - Athens, OH
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  207
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Covington, TN
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
209
  	
  
 
  	
  
1
  	
  
 
  	
  
The Courtyard at Westgate
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  210
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Spring, TX
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
212
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Memphis, TN
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  215
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Warren, OH
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
216
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Retail Plaza at   Daytona Beach, FL
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  217
  	
  
 
  	
  
2
  	
  
 
  	
  
Brook Crossing Apartments
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
218
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Applebees - Lithia   Springs, GA
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  219
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Lawrence,   KS
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
220
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Rocky Hill, CT
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  221
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Santa Clarita,   CA
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
223
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cahokia,   IL
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  224
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cleveland,   OH
  	
   
 	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 2.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  
225
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Houston   (Almeda Road), TX
  	
   
 	
  
Greater   of initial interest rate plus 3.0% or TCMYI plus 3.0%
  	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  
	
  226
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Wayne, NJ
  	
   
 	
   
 	
  
 
  	
  
Wachovia
  	
  
 
  	
  
N
  	
  
 
  




	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Cross   Collateralized and Cross Defaulted Loan Flag
  	
   
 	
  
Defeasance   Loan (Y/N)
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  156
  	
   
 	
  
1
  	
   
 	
  
Olympia   Walgreens - Decatur, GA
  	
   
 	
  
Olympia   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  
157
  	
   
 	
  
1
  	
   
 	
  
Olympia   Walgreens - Seminole, FL
  	
   
 	
  
Olympia   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  158
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Richmond Heights, OH
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
160
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Glen Burnie, MD
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
161
  	
   
 	
  
1
  	
   
 	
  
Olympia   Walgreens - Ocoee, FL
  	
   
 	
  
Olympia   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  162
  	
   
 	
  
1
  	
   
 	
  
Residence   Inn #1 - Jackson, MS
  	
   
 	
  
Residence   Inn Portfolio #1
  	
   
 	
  
Y
  	
  
 
  
	
  
163
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Ashland, IL
  	
   
 	
   
 	
   
 	
  
N
  	
  
 
  
	
  
164
  	
   
 	
  
1
  	
   
 	
  
Suwannee   Plaza Shopping Center
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  167
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Garfield Heights, OH
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
170
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Hamilton, OH
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
171
  	
   
 	
  
1
  	
   
 	
  
Mings   Shopping Center
  	
   
 	
   
 	
   
 	
  
N
  	
  
 
  
	
  175
  	
   
 	
  
1
  	
   
 	
  
Olympia   Walgreens - Homosassa, FL
  	
   
 	
  
Olympia   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  
176
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Reno, NV
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
178
  	
   
 	
  
1
  	
   
 	
  
Olympia   Walgreens - Oldsmar, FL
  	
   
 	
  
Olympia   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  179
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Columbus, OH
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
180
  	
   
 	
  
2
  	
   
 	
  
Autumn   Manor Apartments
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
182
  	
   
 	
  
1
  	
   
 	
  
Olympia   Walgreens - Lake Wales, FL
  	
   
 	
  
Olympia   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  184
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Medway, MA
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
186
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Clinton, CT
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
187
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Willimantic, CT
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  188
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Fairborn, OH
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
189
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Goldsboro, NC
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
190
  	
   
 	
  
1
  	
   
 	
  
Broadway   Corners
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  191
  	
   
 	
  
1
  	
   
 	
  
Shoppes   at Trace Fork
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
193
  	
   
 	
  
1
  	
   
 	
  
Residence   Inn #1 - Memphis, TN
  	
   
 	
  
Residence   Inn Portfolio #1
  	
   
 	
  
Y
  	
  
 
  
	
  
195
  	
   
 	
  
1
  	
   
 	
  
Babcock   Apartments
  	
   
 	
   
 	
   
 	
  
N
  	
  
 
  
	
  196
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Ponca City, OK
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
197
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Jacksonville, AR
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
198
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Eatonville, FL
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  199
  	
   
 	
  
1
  	
   
 	
  
Olympia   Medical/Office Pool
  	
   
 	
  
Olympia   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  
199.1
  	
   
 	
   
 	
   
 	
  
Medical   Associates of Pinellas Building
  	
   
 	
   
 	
   
 	
   
 	
  
 
  
	
  
199.2
  	
   
 	
   
 	
   
 	
  
Olympia   Office Center
  	
   
 	
   
 	
   
 	
   
 	
  
 
  
	
  200
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Newton, IA
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
202
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Carlsbad, NM
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
203
  	
   
 	
  
1
  	
   
 	
  
Rite   Aid - Midland, MI
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  204
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Slidell, LA
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
205
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Edgewood, NM
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
206
  	
   
 	
  
1
  	
   
 	
  
Lowe’s   - Athens, OH
  	
   
 	
  
Continental   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  207
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Covington, TN
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
209
  	
   
 	
  
1
  	
   
 	
  
The   Courtyard at Westgate
  	
   
 	
   
 	
   
 	
  
N
  	
  
 
  
	
  
210
  	
   
 	
  
1
  	
   
 	
  
Walgreens   - Spring, TX
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  212
  	
   
 	
  
1
  	
   
 	
  
Cole   Rite Aid - Memphis, TN
  	
   
 	
  
Cole   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  
215
  	
   
 	
  
1
  	
   
 	
  
Cole   Rite Aid - Warren, OH
  	
   
 	
  
Cole   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  
216
  	
   
 	
  
1
  	
   
 	
  
Olympia   Retail Plaza at Daytona Beach, FL
  	
   
 	
  
Olympia   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  217
  	
   
 	
  
2
  	
   
 	
  
Brook   Crossing Apartments
  	
   
 	
   
 	
   
 	
  
Y
  	
  
 
  
	
  
218
  	
   
 	
  
1
  	
   
 	
  
Olympia   Applebees - Lithia Springs, GA
  	
   
 	
  
Olympia   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  
219
  	
   
 	
  
1
  	
   
 	
  
Cole   Walgreens - Lawrence, KS
  	
   
 	
  
Cole   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  220
  	
   
 	
  
1
  	
   
 	
  
Kindercare   - Rocky Hill, CT
  	
   
 	
  
Kindercare   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  
221
  	
   
 	
  
1
  	
   
 	
  
Kindercare   - Santa Clarita, CA
  	
   
 	
  
Kindercare   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  
223
  	
   
 	
  
1
  	
   
 	
  
Cole   Walgreens - Cahokia, IL
  	
   
 	
  
Cole   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  224
  	
   
 	
  
1
  	
   
 	
  
Cole   Walgreens - Cleveland, OH
  	
   
 	
  
Cole   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  
225
  	
   
 	
  
1
  	
   
 	
  
Cole   Walgreens - Houston (Almeda Road), TX
  	
   
 	
  
Cole   Portfolio
  	
   
 	
  
Y
  	
  
 
  
	
  
226
  	
   
 	
  
1
  	
   
 	
  
Kindercare   - Wayne, NJ
  	
   
 	
  
Kindercare   Portfolio
  	
   
 	
  
Y
  	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Early   Defeasance
  	
   
 	
  
Secured by   LC
  	
   
 	
  
Interest   Accrual
   Method
  	
   
 	
  
Lockbox
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  156
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Decatur, GA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  157
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Seminole, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
158
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Richmond   Heights, OH
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  160
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Glen Burnie, MD
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
161
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Ocoee,   FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  162
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Jackson,   MS
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
163
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ashland, IL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  164
  	
  
 
  	
  
1
  	
  
 
  	
  
Suwannee Plaza Shopping   Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
167
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Garfield   Heights, OH
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  170
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Hamilton, OH
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  
171
  	
  
 
  	
  
1
  	
  
 
  	
  
Mings Shopping Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  175
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Homosassa, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
176
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Reno, NV
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  178
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Oldsmar, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
179
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Columbus, OH
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  180
  	
  
 
  	
  
2
  	
  
 
  	
  
Autumn Manor Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
182
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Lake   Wales, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  184
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Medway, MA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  
186
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Clinton, CT
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  187
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Willimantic, CT
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  
188
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Fairborn, OH
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  189
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Goldsboro, NC
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  
190
  	
  
 
  	
  
1
  	
  
 
  	
  
Broadway Corners
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  191
  	
  
 
  	
  
1
  	
  
 
  	
  
Shoppes at Trace Fork
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
193
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Memphis,   TN
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  195
  	
  
 
  	
  
1
  	
  
 
  	
  
Babcock Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
196
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ponca City, OK
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  197
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Jacksonville,   AR
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
198
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Eatonville, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  199
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Medical/Office Pool
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
199.1
  	
  
 
  	
   
 	
  
 
  	
  
Medical Associates of   Pinellas Building
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  199.2
  	
  
 
  	
   
 	
  
 
  	
  
Olympia Office Center
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
200
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Newton, IA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  202
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Carlsbad, NM
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  
203
  	
  
 
  	
  
1
  	
  
 
  	
  
Rite Aid - Midland, MI
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  204
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Slidell, LA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  
205
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Edgewood, NM
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  206
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s - Athens, OH
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
207
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Covington, TN
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  209
  	
  
 
  	
  
1
  	
  
 
  	
  
The Courtyard at Westgate
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
210
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Spring, TX
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  212
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Memphis, TN
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
215
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Warren, OH
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  216
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Retail Plaza at   Daytona Beach, FL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
217
  	
  
 
  	
  
2
  	
  
 
  	
  
Brook Crossing Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  218
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Applebees - Lithia   Springs, GA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
219
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Lawrence,   KS
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  220
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Rocky Hill, CT
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  
221
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Santa Clarita,   CA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  223
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cahokia,   IL
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
224
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cleveland,   OH
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  225
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Houston   (Almeda Road), TX
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
226
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Wayne, NJ
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Annual   Deposit to
   Replacement Reserve
  	
   
 	
  
Initial   Deposit to
   Capital
   Improvements
   Reserve
  	
   
 	
  
Initial   TI/LC
   Escrow
  	
   
 	
  
Ongoing   TI/LC
   Footnote
  	
   
 
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 
	
  156
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Decatur, GA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  157
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Seminole, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
158
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Richmond   Heights, OH
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  160
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Glen Burnie, MD
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
161
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Ocoee,   FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  162
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Jackson,   MS
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
163
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ashland, IL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  164
  	
  
 
  	
  
1
  	
  
 
  	
  
Suwannee Plaza Shopping   Center
  	
  
 
  	
  
3,817
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
167
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Garfield   Heights, OH
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  170
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Hamilton, OH
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
171
  	
  
 
  	
  
1
  	
  
 
  	
  
Mings Shopping Center
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  175
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Homosassa, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
176
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Reno, NV
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  178
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens -   Oldsmar, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
179
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Columbus, OH
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  180
  	
  
 
  	
  
2
  	
  
 
  	
  
Autumn Manor Apartments
  	
  
 
  	
  
38,950
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
182
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Walgreens - Lake   Wales, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  184
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Medway, MA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
186
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Clinton, CT
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  187
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Willimantic, CT
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
188
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Fairborn, OH
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  189
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Goldsboro, NC
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
190
  	
  
 
  	
  
1
  	
  
 
  	
  
Broadway Corners
  	
  
 
  	
  
2,058
  	
  
 
  	
  
1,875
  	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  191
  	
  
 
  	
  
1
  	
  
 
  	
  
Shoppes at Trace Fork
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
193
  	
  
 
  	
  
1
  	
  
 
  	
  
Residence Inn #1 - Memphis,   TN
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  195
  	
  
 
  	
  
1
  	
  
 
  	
  
Babcock Apartments
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
196
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Ponca City, OK
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  197
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Jacksonville,   AR
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
198
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Eatonville, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  199
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Medical/Office Pool
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
199.1
  	
  
 
  	
   
 	
  
 
  	
  
Medical Associates of   Pinellas Building
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  199.2
  	
  
 
  	
   
 	
  
 
  	
  
Olympia Office Center
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
200
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Newton, IA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  202
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Carlsbad, NM
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
203
  	
  
 
  	
  
1
  	
  
 
  	
  
Rite Aid - Midland, MI
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  204
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Slidell, LA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
205
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Edgewood, NM
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  206
  	
  
 
  	
  
1
  	
  
 
  	
  
Lowe’s - Athens, OH
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
207
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Covington, TN
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  209
  	
  
 
  	
  
1
  	
  
 
  	
  
The Courtyard at Westgate
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
210
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Spring, TX
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  212
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Memphis, TN
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
215
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Rite Aid - Warren, OH
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  216
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Retail Plaza at   Daytona Beach, FL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
217
  	
  
 
  	
  
2
  	
  
 
  	
  
Brook Crossing Apartments
  	
  
 
  	
  
10,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  218
  	
  
 
  	
  
1
  	
  
 
  	
  
Olympia Applebees - Lithia   Springs, GA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
219
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Lawrence,   KS
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  220
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Rocky Hill, CT
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
221
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Santa Clarita,   CA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  223
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cahokia,   IL
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
224
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Cleveland,   OH
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  225
  	
  
 
  	
  
1
  	
  
 
  	
  
Cole Walgreens - Houston   (Almeda Road), TX
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
226
  	
  
 
  	
  
1
  	
  
 
  	
  
Kindercare - Wayne, NJ
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  






	
  


  
	
  (1) Two   Mortgage Loans are part of a split loan structure and the related pari passu   companion loans are not included in the trust fund with respect to these   Mortgage Loans. Unless otherwise specified, the calculation of Balance per   SF, LTV ratios and DSC ratios were based upon the aggregate indebtedness of   these Mortgage Loans and the related pari passu companion loans.
  
	
   
  
	
  (2) Pursuant   to the Choice Center Payment Schedule, monthly debt service payments increase   to coincide with the applicable rent bumps.
  
	
   
  
	
  (3) In   addition to any such escrows funded at loan closing for potential TI/LC,   these Mortgage Loans require funds to be escrowed during some or all of the   loan term for TI/LC expenses, which may be incurred during the loan term.  In certain instances, escrowed funds may   be released to the borrower upon satisfaction of certain leasing conditions.
  
	
   
  





	
  Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Address
  	
   
 	
  
City
  	
   
 	
  
State
  	
   
 	
  
Zip Code
  	
   
 	
  
County
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  
	
  
3
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-B
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  
	
  3.1
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Residence Inn
  	
  
 
  	
  
5875 Industrial Road
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
  
 
  	
  
89118
  	
  
 
  	
  
Clark
  
	
  
3.2
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Courtyard
  	
  
 
  	
  
5845 Industrial Road
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
  
 
  	
  
89118
  	
  
 
  	
  
Clark
  
	
  3.3
  	
   
 	
   
 	
  
 
  	
  
Palmdale Residence Inn
  	
  
 
  	
  
514 West Avenue P
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
  
 
  	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
  
3.4
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Holiday Inn   Express
  	
  
 
  	
  
5760 Polaris Avenue
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
  
 
  	
  
89118
  	
  
 
  	
  
Clark
  
	
  3.5
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Fairfield Inn   & Suites
  	
  
 
  	
  
5775 Industrial Road
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
  
 
  	
  
89118
  	
  
 
  	
  
Clark
  
	
  
3.6
  	
   
 	
   
 	
  
 
  	
  
Montgomeryville Courtyard
  	
  
 
  	
  
544 Dekalb Pike
  	
  
 
  	
  
North Wales
  	
  
 
  	
  
PA
  	
  
 
  	
  
19454
  	
  
 
  	
  
Montgomery
  
	
  3.7
  	
   
 	
   
 	
  
 
  	
  
Palmdale Courtyard
  	
  
 
  	
  
530 West Avenue P
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
  
 
  	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
  
3.8
  	
   
 	
   
 	
  
 
  	
  
Cheektowaga Residence Inn
  	
  
 
  	
  
107 Anderson Road
  	
  
 
  	
  
Cheektowaga
  	
  
 
  	
  
NY
  	
  
 
  	
  
14225
  	
  
 
  	
  
Erie
  
	
  3.9
  	
   
 	
   
 	
  
 
  	
  
El Paso Residence Inn
  	
  
 
  	
  
6355 Gateway West Boulevard
  	
  
 
  	
  
El Paso
  	
  
 
  	
  
TX
  	
  
 
  	
  
79925
  	
  
 
  	
  
El Paso
  
	
  
3.10
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Six Pine Drive)
  	
  
 
  	
  
9333 Six Pine Drive
  	
  
 
  	
  
The Woodlands
  	
  
 
  	
  
TX
  	
  
 
  	
  
77380
  	
  
 
  	
  
Montgomery
  
	
  3.11
  	
   
 	
   
 	
  
 
  	
  
Tulsa Residence Inn
  	
  
 
  	
  
11025 East 73rd Street   South
  	
  
 
  	
  
Tulsa
  	
  
 
  	
  
OK
  	
  
 
  	
  
74133
  	
  
 
  	
  
Tulsa
  
	
  
3.12
  	
   
 	
   
 	
  
 
  	
  
Willowbrook Residence Inn
  	
  
 
  	
  
7311 West Greens Road
  	
  
 
  	
  
Houston
  	
  
 
  	
  
TX
  	
  
 
  	
  
77064
  	
  
 
  	
  
Harris
  
	
  3.13
  	
   
 	
   
 	
  
 
  	
  
Tulsa Springhill Suites
  	
  
 
  	
  
11023 East 73rd Street   South
  	
  
 
  	
  
Tulsa
  	
  
 
  	
  
OK
  	
  
 
  	
  
74133
  	
  
 
  	
  
Tulsa
  
	
  
4
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-A
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  
	
  4.1
  	
   
 	
   
 	
  
 
  	
  
Peoria Residence Inn
  	
  
 
  	
  
8435 West Paradise Lane
  	
  
 
  	
  
Peoria
  	
  
 
  	
  
AZ
  	
  
 
  	
  
85382
  	
  
 
  	
  
Maricopa
  
	
  
4.2
  	
   
 	
   
 	
  
 
  	
  
Westchase Homewood Suites
  	
  
 
  	
  
2424 Rogerdale Road
  	
  
 
  	
  
Houston
  	
  
 
  	
  
TX
  	
  
 
  	
  
77042
  	
  
 
  	
  
Harris
  
	
  4.3
  	
   
 	
   
 	
  
 
  	
  
Toledo Homewood Suites
  	
  
 
  	
  
1410 Arrowhead Road
  	
  
 
  	
  
Maumee
  	
  
 
  	
  
OH
  	
  
 
  	
  
43537
  	
  
 
  	
  
Lucas
  
	
  
4.4
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Lake Front Circle)
  	
  
 
  	
  
1040 Lake Front Circle
  	
  
 
  	
  
The Woodlands
  	
  
 
  	
  
TX
  	
  
 
  	
  
77380
  	
  
 
  	
  
Montgomery
  
	
  4.5
  	
   
 	
   
 	
  
 
  	
  
Lansing Residence Inn
  	
  
 
  	
  
922 Delta Commerce Drive
  	
  
 
  	
  
Lansing
  	
  
 
  	
  
MI
  	
  
 
  	
  
48917
  	
  
 
  	
  
Eaton
  
	
  
4.6
  	
   
 	
   
 	
  
 
  	
  
Grand Rapids Homewood   Suites
  	
  
 
  	
  
3920 Stahl Drive SE
  	
  
 
  	
  
Grand Rapids
  	
  
 
  	
  
MI
  	
  
 
  	
  
49546
  	
  
 
  	
  
Kent
  
	
  4.7
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Residence Inn
  	
  
 
  	
  
4509 West Empire Place
  	
  
 
  	
  
Sioux Falls
  	
  
 
  	
  
SD
  	
  
 
  	
  
57106
  	
  
 
  	
  
Minnehaha
  
	
  
4.8
  	
   
 	
   
 	
  
 
  	
  
Houston Towneplace Suites
  	
  
 
  	
  
15155 Katy Freeway
  	
  
 
  	
  
Houston
  	
  
 
  	
  
TX
  	
  
 
  	
  
77094
  	
  
 
  	
  
Harris
  
	
  4.9
  	
   
 	
   
 	
  
 
  	
  
Woodlands Courtyard
  	
  
 
  	
  
1020 Lake Front Circle
  	
  
 
  	
  
The Woodlands
  	
  
 
  	
  
TX
  	
  
 
  	
  
77380
  	
  
 
  	
  
Montgomery
  
	
  
4.10
  	
   
 	
   
 	
  
 
  	
  
Waco Residence Inn
  	
  
 
  	
  
501 S. University Park   Drive
  	
  
 
  	
  
Waco
  	
  
 
  	
  
TX
  	
  
 
  	
  
76076
  	
  
 
  	
  
McLennan
  
	
  4.11
  	
   
 	
   
 	
  
 
  	
  
Cedar Rapids Residence Inn
  	
  
 
  	
  
1900 Dodge Road NE
  	
  
 
  	
  
Cedar Rapids
  	
  
 
  	
  
IA
  	
  
 
  	
  
52402
  	
  
 
  	
  
Linn
  
	
  
4.12
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Fairfield Inn
  	
  
 
  	
  
4501 West Empire Place
  	
  
 
  	
  
Sioux Falls
  	
  
 
  	
  
SD
  	
  
 
  	
  
57106
  	
  
 
  	
  
Minnehaha
  
	
  4.13
  	
   
 	
   
 	
  
 
  	
  
Lansing Fairfield Inn
  	
  
 
  	
  
810 Delta Commerce Drive
  	
  
 
  	
  
Lansing
  	
  
 
  	
  
MI
  	
  
 
  	
  
48917
  	
  
 
  	
  
Eaton
  
	
  
4.14
  	
   
 	
   
 	
  
 
  	
  
Mankato Fairfield Inn
  	
  
 
  	
  
141 Apache Place
  	
  
 
  	
  
Mankato
  	
  
 
  	
  
MN
  	
  
 
  	
  
56001
  	
  
 
  	
  
Blue Earth
  
	
  4.15
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Residence Inn
  	
  
 
  	
  
5875 Industrial Road
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
  
 
  	
  
89118
  	
  
 
  	
  
Clark
  
	
  
4.16
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Montgomeryville Courtyard
  	
  
 
  	
  
544 Dekalb Pike
  	
  
 
  	
  
North Wales
  	
  
 
  	
  
PA
  	
  
 
  	
  
19454
  	
  
 
  	
  
Montgomery
  
	
  4.17
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Courtyard
  	
  
 
  	
  
5845 Industrial Road
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
  
 
  	
  
89118
  	
  
 
  	
  
Clark
  
	
  
4.18
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Fairfield Inn
  	
  
 
  	
  
5775 Industrial Road
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
  
 
  	
  
89118
  	
  
 
  	
  
Clark
  
	
  4.19
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Holiday Inn Express
  	
  
 
  	
  
5760 Polaris Avenue
  	
  
 
  	
  
Las Vegas
  	
  
 
  	
  
NV
  	
  
 
  	
  
89118
  	
  
 
  	
  
Clark
  
	
  
4.20
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Palmdale Residence & Courtyard
  	
  
 
  	
  
514 & 530 West Avenue P
  	
  
 
  	
  
Palmdale
  	
  
 
  	
  
CA
  	
  
 
  	
  
93550
  	
  
 
  	
  
Los Angeles
  
	
  4.21
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Woodlands   Residence Inn (Six Pine Drive)
  	
  
 
  	
  
9333 Six Pine Drive
  	
  
 
  	
  
The Woodlands
  	
  
 
  	
  
TX
  	
  
 
  	
  
77380
  	
  
 
  	
  
Montgomery
  
	
  
4.22
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Tulsa   Residence Inn & Springhill
  	
  
 
  	
  
11015 & 11025 East 73rd   Street South
  	
  
 
  	
  
Tulsa
  	
  
 
  	
  
OK
  	
  
 
  	
  
74133
  	
  
 
  	
  
Tulsa
  
	
  4.23
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Cheektowaga   Residence Inn
  	
  
 
  	
  
107 Anderson Road
  	
  
 
  	
  
Buffalo
  	
  
 
  	
  
NY
  	
  
 
  	
  
14225
  	
  
 
  	
  
Erie
  
	
  
4.24
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - El   Paso Residence Inn
  	
  
 
  	
  
6355 Gateway West Boulevard
  	
  
 
  	
  
El Paso
  	
  
 
  	
  
TX
  	
  
 
  	
  
79925
  	
  
 
  	
  
El Paso
  
	
  4.25
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Willowbrook Residence Inn
  	
  
 
  	
  
7311 West Greens Road
  	
  
 
  	
  
Houston
  	
  
 
  	
  
TX
  	
  
 
  	
  
77064
  	
  
 
  	
  
Harris
  
	
  
7
  	
   
 	
  
1
  	
  
 
  	
  
Eastmont Town Center
  	
  
 
  	
  
7200 Bancroft Avenue, 7000   Bancroft Avenue and 6929 Foothill Boulevard
  	
  
 
  	
  
Oakland
  	
  
 
  	
  
CA
  	
  
 
  	
  
94605
  	
  
 
  	
  
Alameda
  
	
  11
  	
   
 	
  
1
  	
  
 
  	
  
Gardner Tanenbaum Pool
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
OK
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  
	
  
11.1
  	
   
 	
   
 	
  
 
  	
  
ARINC Building
  	
  
 
  	
  
6400 S.E. 59th Street
  	
  
 
  	
  
Oklahoma City
  	
  
 
  	
  
OK
  	
  
 
  	
  
73135
  	
  
 
  	
  
Oklahoma
  
	
  11.2
  	
   
 	
   
 	
  
 
  	
  
Henkel (Manco) Building
  	
  
 
  	
  
4800 Partnership Drive
  	
  
 
  	
  
Oklahoma City
  	
  
 
  	
  
OK
  	
  
 
  	
  
73131
  	
  
 
  	
  
Oklahoma
  
	
  
11.3
  	
   
 	
   
 	
  
 
  	
  
IMAX Distribution Warehouse   Building
  	
  
 
  	
  
5402 South 129th East   Avenue
  	
  
 
  	
  
Tulsa
  	
  
 
  	
  
OK
  	
  
 
  	
  
74146
  	
  
 
  	
  
Tulsa
  
	
  11.4
  	
   
 	
   
 	
  
 
  	
  
L-3 Communications Building
  	
  
 
  	
  
6700 S.E. 59th Street
  	
  
 
  	
  
Oklahoma City
  	
  
 
  	
  
OK
  	
  
 
  	
  
73135
  	
  
 
  	
  
Oklahoma
  
	
  
11.5
  	
   
 	
   
 	
  
 
  	
  
Northgate Commerce Center
  	
  
 
  	
  
11300 Partnership Drive
  	
  
 
  	
  
Oklahoma City
  	
  
 
  	
  
OK
  	
  
 
  	
  
73131
  	
  
 
  	
  
Oklahoma
  
	
  11.6
  	
   
 	
   
 	
  
 
  	
  
36th & Santa Fe   Warehouse
  	
  
 
  	
  
3501 N. Santa Fe Avenue
  	
  
 
  	
  
Oklahoma City
  	
  
 
  	
  
OK
  	
  
 
  	
  
73118
  	
  
 
  	
  
Oklahoma
  
	
  
11.7
  	
   
 	
   
 	
  
 
  	
  
Carbonyx Industrial   Facility
  	
  
 
  	
  
431 Boeing Avenue
  	
  
 
  	
  
Ardmore
  	
  
 
  	
  
OK
  	
  
 
  	
  
73458
  	
  
 
  	
  
Carter
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Cut-Off   Date
   Loan Balance
   ($)
  	
   
 	
  
Monthly   P&I
   Payments ($)
  	
   
 	
  
Grace
   Days
  	
   
 	
  
Mortgage
   Rate (%)
  	
   
 	
  
Number of   Units
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  
3
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-B
  	
  
 
  	
  
79,785,970.10
  	
   
 	
  
534,972.12
  	
   
 	
   
 	
   
 	
  
5.1580%
  	
   
 	
  
1,436
  
	
  3.1
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
160
  
	
  
3.2
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
146
  
	
  3.3
  	
   
 	
   
 	
  
 
  	
  
Palmdale Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
90
  
	
  
3.4
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Holiday Inn   Express
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
139
  
	
  3.5
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Fairfield Inn   & Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
142
  
	
  
3.6
  	
   
 	
   
 	
  
 
  	
  
Montgomeryville Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
102
  
	
  3.7
  	
   
 	
   
 	
  
 
  	
  
Palmdale Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
90
  
	
  
3.8
  	
   
 	
   
 	
  
 
  	
  
Cheektowaga Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
113
  
	
  3.9
  	
   
 	
   
 	
  
 
  	
  
El Paso Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
96
  
	
  
3.10
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Six Pine Drive)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
96
  
	
  3.11
  	
   
 	
   
 	
  
 
  	
  
Tulsa Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
90
  
	
  
3.12
  	
   
 	
   
 	
  
 
  	
  
Willowbrook Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
96
  
	
  3.13
  	
   
 	
   
 	
  
 
  	
  
Tulsa Springhill Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
76
  
	
  
4
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-A
  	
  
 
  	
  
57,844,828.32
  	
   
 	
  
387,854.79
  	
   
 	
   
 	
   
 	
  
5.1580%
  	
   
 	
  
1,095
  
	
  4.1
  	
   
 	
   
 	
  
 
  	
  
Peoria Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
90
  
	
  
4.2
  	
   
 	
   
 	
  
 
  	
  
Westchase Homewood Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
96
  
	
  4.3
  	
   
 	
   
 	
  
 
  	
  
Toledo Homewood Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
78
  
	
  
4.4
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Lake Front Circle)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
90
  
	
  4.5
  	
   
 	
   
 	
  
 
  	
  
Lansing Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
78
  
	
  
4.6
  	
   
 	
   
 	
  
 
  	
  
Grand Rapids Homewood   Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
78
  
	
  4.7
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
66
  
	
  
4.8
  	
   
 	
   
 	
  
 
  	
  
Houston Towneplace Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
94
  
	
  4.9
  	
   
 	
   
 	
  
 
  	
  
Woodlands Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
90
  
	
  
4.10
  	
   
 	
   
 	
  
 
  	
  
Waco Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
78
  
	
  4.11
  	
   
 	
   
 	
  
 
  	
  
Cedar Rapids Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
66
  
	
  
4.12
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
63
  
	
  4.13
  	
   
 	
   
 	
  
 
  	
  
Lansing Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
64
  
	
  
4.14
  	
   
 	
   
 	
  
 
  	
  
Mankato Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
64
  
	
  4.15
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.16
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Montgomeryville Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.17
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.18
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.19
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Holiday Inn Express
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.20
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Palmdale Residence & Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.21
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Woodlands Residence Inn (Six Pine Drive)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.22
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Tulsa   Residence Inn & Springhill
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.23
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Cheektowaga Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.24
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - El   Paso Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.25
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Willowbrook Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7
  	
   
 	
  
1
  	
  
 
  	
  
Eastmont Town Center
  	
  
 
  	
  
53,000,000.00
  	
   
 	
  
369,585.32
  	
   
 	
   
 	
   
 	
  
6.2400%
  	
   
 	
  
585,973
  
	
  11
  	
   
 	
  
1
  	
  
 
  	
  
Gardner Tanenbaum Pool
  	
  
 
  	
  
43,200,000.00
  	
   
 	
  
244,201.78
  	
   
 	
   
 	
   
 	
  
5.4600%
  	
   
 	
  
1,077,873
  
	
  
11.1
  	
   
 	
   
 	
  
 
  	
  
ARINC Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
174,145
  
	
  11.2
  	
   
 	
   
 	
  
 
  	
  
Henkel (Manco) Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
219,900
  
	
  
11.3
  	
   
 	
   
 	
  
 
  	
  
IMAX Distribution Warehouse   Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
200,000
  
	
  11.4
  	
   
 	
   
 	
  
 
  	
  
L-3 Communications Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
32,000
  
	
  
11.5
  	
   
 	
   
 	
  
 
  	
  
Northgate Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
145,000
  
	
  11.6
  	
   
 	
   
 	
  
 
  	
  
36th & Santa Fe   Warehouse
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
202,941
  
	
  
11.7
  	
   
 	
   
 	
  
 
  	
  
Carbonyx Industrial   Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
78,887
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Unit of
   Measure
  	
   
 	
  
Original   Term
   to Maturity or
   ARD (Mos.)
  	
   
 	
  
Remaining
   Term to
   Maturity or
   ARD (Mos.)
  	
   
 	
  
Maturity
   Date or ARD
  	
   
 	
  
Original
   Amort
 Term
   (Mos.)
  	
   
 	
  
Remaining
   Amort Term
   (Mos.)
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  
3
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-B
  	
  
 
  	
  
Rooms
  	
   
 	
  
120
  	
   
 	
  
119
  	
   
 	
  
02/11/15
  	
   
 	
  
240
  	
   
 	
  
239
  
	
  3.1
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.2
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Courtyard
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.3
  	
   
 	
   
 	
  
 
  	
  
Palmdale Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.4
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Holiday Inn   Express
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.5
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Fairfield Inn   & Suites
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.6
  	
   
 	
   
 	
  
 
  	
  
Montgomeryville Courtyard
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.7
  	
   
 	
   
 	
  
 
  	
  
Palmdale Courtyard
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.8
  	
   
 	
   
 	
  
 
  	
  
Cheektowaga Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.9
  	
   
 	
   
 	
  
 
  	
  
El Paso Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.10
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Six Pine Drive)
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.11
  	
   
 	
   
 	
  
 
  	
  
Tulsa Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.12
  	
   
 	
   
 	
  
 
  	
  
Willowbrook Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.13
  	
   
 	
   
 	
  
 
  	
  
Tulsa Springhill Suites
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-A
  	
  
 
  	
  
Rooms
  	
   
 	
  
120
  	
   
 	
  
119
  	
   
 	
  
02/11/15
  	
   
 	
  
240
  	
   
 	
  
239
  
	
  4.1
  	
   
 	
   
 	
  
 
  	
  
Peoria Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.2
  	
   
 	
   
 	
  
 
  	
  
Westchase Homewood Suites
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.3
  	
   
 	
   
 	
  
 
  	
  
Toledo Homewood Suites
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.4
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Lake Front Circle)
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.5
  	
   
 	
   
 	
  
 
  	
  
Lansing Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.6
  	
   
 	
   
 	
  
 
  	
  
Grand Rapids Homewood   Suites
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.7
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.8
  	
   
 	
   
 	
  
 
  	
  
Houston Towneplace Suites
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.9
  	
   
 	
   
 	
  
 
  	
  
Woodlands Courtyard
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.10
  	
   
 	
   
 	
  
 
  	
  
Waco Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.11
  	
   
 	
   
 	
  
 
  	
  
Cedar Rapids Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.12
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Fairfield Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.13
  	
   
 	
   
 	
  
 
  	
  
Lansing Fairfield Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.14
  	
   
 	
   
 	
  
 
  	
  
Mankato Fairfield Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.15
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.16
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Montgomeryville   Courtyard
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.17
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Courtyard
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.18
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Fairfield Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.19
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Holiday Inn Express
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.20
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Palmdale Residence & Courtyard
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.21
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Woodlands Residence Inn (Six Pine Drive)
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.22
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Tulsa   Residence Inn & Springhill
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.23
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Cheektowaga Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.24
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - El   Paso Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.25
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Willowbrook Residence Inn
  	
  
 
  	
  
Rooms
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7
  	
   
 	
  
1
  	
  
 
  	
  
Eastmont Town Center
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
  
120
  	
   
 	
  
119
  	
   
 	
  
02/11/15
  	
   
 	
  
264
  	
   
 	
  
264
  
	
  11
  	
   
 	
  
1
  	
  
 
  	
  
Gardner Tanenbaum Pool
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
  
120
  	
   
 	
  
120
  	
   
 	
  
03/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  
	
  
11.1
  	
   
 	
   
 	
  
 
  	
  
ARINC Building
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  11.2
  	
   
 	
   
 	
  
 
  	
  
Henkel (Manco) Building
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.3
  	
   
 	
   
 	
  
 
  	
  
IMAX Distribution Warehouse   Building
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  11.4
  	
   
 	
   
 	
  
 
  	
  
L-3 Communications Building
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.5
  	
   
 	
   
 	
  
 
  	
  
Northgate Commerce Center
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  11.6
  	
   
 	
   
 	
  
 
  	
  
36th & Santa Fe   Warehouse
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.7
  	
   
 	
   
 	
  
 
  	
  
Carbonyx Industrial   Facility
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Ground
   Lease
  	
   
 	
  
Master   Servicing
   Fee Rate
  	
   
 	
  
ARD Loans
  	
   
 	
  
Anticipated
   Repayment Date
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  
	
  
3
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-B
  	
  
 
  	
  
Leasehold
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  3.1
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Residence Inn
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.2
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Courtyard
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.3
  	
   
 	
   
 	
  
 
  	
  
Palmdale Residence Inn
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.4
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Holiday Inn   Express
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.5
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Fairfield Inn   & Suites
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.6
  	
   
 	
   
 	
  
 
  	
  
Montgomeryville Courtyard
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.7
  	
   
 	
   
 	
  
 
  	
  
Palmdale Courtyard
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.8
  	
   
 	
   
 	
  
 
  	
  
Cheektowaga Residence Inn
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.9
  	
   
 	
   
 	
  
 
  	
  
El Paso Residence Inn
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.10
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Six Pine Drive)
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.11
  	
   
 	
   
 	
  
 
  	
  
Tulsa Residence Inn
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.12
  	
   
 	
   
 	
  
 
  	
  
Willowbrook Residence Inn
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.13
  	
   
 	
   
 	
  
 
  	
  
Tulsa Springhill Suites
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-A
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  4.1
  	
   
 	
   
 	
  
 
  	
  
Peoria Residence Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.2
  	
   
 	
   
 	
  
 
  	
  
Westchase Homewood Suites
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.3
  	
   
 	
   
 	
  
 
  	
  
Toledo Homewood Suites
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.4
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Lake Front Circle)
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.5
  	
   
 	
   
 	
  
 
  	
  
Lansing Residence Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.6
  	
   
 	
   
 	
  
 
  	
  
Grand Rapids Homewood   Suites
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.7
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Residence Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.8
  	
   
 	
   
 	
  
 
  	
  
Houston Towneplace Suites
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.9
  	
   
 	
   
 	
  
 
  	
  
Woodlands Courtyard
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.10
  	
   
 	
   
 	
  
 
  	
  
Waco Residence Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.11
  	
   
 	
   
 	
  
 
  	
  
Cedar Rapids Residence Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.12
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Fairfield Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.13
  	
   
 	
   
 	
  
 
  	
  
Lansing Fairfield Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.14
  	
   
 	
   
 	
  
 
  	
  
Mankato Fairfield Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.15
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Residence Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.16
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Montgomeryville Courtyard
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.17
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Courtyard
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.18
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Fairfield Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.19
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Holiday Inn Express
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.20
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Palmdale Residence & Courtyard
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.21
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Woodlands Residence Inn (Six Pine Drive)
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.22
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Tulsa   Residence Inn & Springhill
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.23
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Cheektowaga Residence Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.24
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - El   Paso Residence Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.25
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Willowbrook Residence Inn
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7
  	
   
 	
  
1
  	
  
 
  	
  
Eastmont Town Center
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  11
  	
   
 	
  
1
  	
  
 
  	
  
Gardner Tanenbaum Pool
  	
  
 
  	
  
Both
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  
11.1
  	
   
 	
   
 	
  
 
  	
  
ARINC Building
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  11.2
  	
   
 	
   
 	
  
 
  	
  
Henkel (Manco) Building
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.3
  	
   
 	
   
 	
  
 
  	
  
IMAX Distribution Warehouse   Building
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  11.4
  	
   
 	
   
 	
  
 
  	
  
L-3 Communications Building
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.5
  	
   
 	
   
 	
  
 
  	
  
Northgate Commerce Center
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  11.6
  	
   
 	
   
 	
  
 
  	
  
36th & Santa Fe   Warehouse
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.7
  	
   
 	
   
 	
  
 
  	
  
Carbonyx Industrial   Facility
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Additional   Interest Rate
  	
   
 	
  
Loan   Originator
  	
   
 	
  
Environmental
   Insurance
  
	
  


  	
   
 	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
   
 	
  


  
	
  3
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-B
  	
  
 
  	
   
 	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  
3.1
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.2
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.3
  	
   
 	
   
 	
  
 
  	
  
Palmdale Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.4
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Holiday Inn   Express
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.5
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Fairfield Inn   & Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.6
  	
   
 	
   
 	
  
 
  	
  
Montgomeryville Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.7
  	
   
 	
   
 	
  
 
  	
  
Palmdale Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.8
  	
   
 	
   
 	
  
 
  	
  
Cheektowaga Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.9
  	
   
 	
   
 	
  
 
  	
  
El Paso Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.10
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Six Pine Drive)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.11
  	
   
 	
   
 	
  
 
  	
  
Tulsa Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.12
  	
   
 	
   
 	
  
 
  	
  
Willowbrook Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.13
  	
   
 	
   
 	
  
 
  	
  
Tulsa Springhill Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-A
  	
  
 
  	
   
 	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  4.1
  	
   
 	
   
 	
  
 
  	
  
Peoria Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.2
  	
   
 	
   
 	
  
 
  	
  
Westchase Homewood Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.3
  	
   
 	
   
 	
  
 
  	
  
Toledo Homewood Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.4
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Lake Front Circle)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.5
  	
   
 	
   
 	
  
 
  	
  
Lansing Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.6
  	
   
 	
   
 	
  
 
  	
  
Grand Rapids Homewood   Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.7
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.8
  	
   
 	
   
 	
  
 
  	
  
Houston Towneplace Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.9
  	
   
 	
   
 	
  
 
  	
  
Woodlands Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.10
  	
   
 	
   
 	
  
 
  	
  
Waco Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.11
  	
   
 	
   
 	
  
 
  	
  
Cedar Rapids Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.12
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.13
  	
   
 	
   
 	
  
 
  	
  
Lansing Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.14
  	
   
 	
   
 	
  
 
  	
  
Mankato Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.15
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.16
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Montgomeryville Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.17
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.18
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.19
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Holiday Inn Express
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.20
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Palmdale Residence & Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.21
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Woodlands Residence Inn (Six Pine Drive)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.22
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Tulsa   Residence Inn & Springhill
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.23
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Cheektowaga Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.24
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - El   Paso Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.25
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Willowbrook Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
7
  	
   
 	
  
1
  	
  
 
  	
  
Eastmont Town Center
  	
  
 
  	
   
 	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  
11
  	
   
 	
  
1
  	
  
 
  	
  
Gardner Tanenbaum Pool
  	
  
 
  	
   
 	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  11.1
  	
   
 	
   
 	
  
 
  	
  
ARINC Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.2
  	
   
 	
   
 	
  
 
  	
  
Henkel (Manco) Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.3
  	
   
 	
   
 	
  
 
  	
  
IMAX Distribution Warehouse   Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  11.4
  	
   
 	
   
 	
  
 
  	
  
L-3 Communications Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.5
  	
   
 	
   
 	
  
 
  	
  
Northgate Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.6
  	
   
 	
   
 	
  
 
  	
  
36th & Santa Fe   Warehouse
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  11.7
  	
   
 	
   
 	
  
 
  	
  
Carbonyx Industrial Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 




	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Cross   Collateralized
   and Cross Defaulted
   Loan Flag
  	
   
 	
  
Defeasance   Loan
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
   
 	
  


  
	
  
3
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-B
  	
  
 
  	
   
 	
   
 	
  
Y
  
	
  
3.1
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  3.2
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Courtyard
  	
  
 
  	
   
 	
   
 	
   
 
	
  
3.3
  	
   
 	
   
 	
  
 
  	
  
Palmdale Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
3.4
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Holiday Inn   Express
  	
  
 
  	
   
 	
   
 	
   
 
	
  3.5
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Fairfield Inn   & Suites
  	
  
 
  	
   
 	
   
 	
   
 
	
  
3.6
  	
   
 	
   
 	
  
 
  	
  
Montgomeryville Courtyard
  	
  
 
  	
   
 	
   
 	
   
 
	
  
3.7
  	
   
 	
   
 	
  
 
  	
  
Palmdale Courtyard
  	
  
 
  	
   
 	
   
 	
   
 
	
  3.8
  	
   
 	
   
 	
  
 
  	
  
Cheektowaga Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
3.9
  	
   
 	
   
 	
  
 
  	
  
El Paso Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
3.10
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Six Pine Drive)
  	
  
 
  	
   
 	
   
 	
   
 
	
  3.11
  	
   
 	
   
 	
  
 
  	
  
Tulsa Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
3.12
  	
   
 	
   
 	
  
 
  	
  
Willowbrook Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
3.13
  	
   
 	
   
 	
  
 
  	
  
Tulsa Springhill Suites
  	
  
 
  	
   
 	
   
 	
   
 
	
  4
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-A
  	
  
 
  	
   
 	
   
 	
  
Y
  
	
  
4.1
  	
   
 	
   
 	
  
 
  	
  
Peoria Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.2
  	
   
 	
   
 	
  
 
  	
  
Westchase Homewood Suites
  	
  
 
  	
   
 	
   
 	
   
 
	
  4.3
  	
   
 	
   
 	
  
 
  	
  
Toledo Homewood Suites
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.4
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Lake Front Circle)
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.5
  	
   
 	
   
 	
  
 
  	
  
Lansing Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  4.6
  	
   
 	
   
 	
  
 
  	
  
Grand Rapids Homewood   Suites
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.7
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.8
  	
   
 	
   
 	
  
 
  	
  
Houston Towneplace Suites
  	
  
 
  	
   
 	
   
 	
   
 
	
  4.9
  	
   
 	
   
 	
  
 
  	
  
Woodlands Courtyard
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.10
  	
   
 	
   
 	
  
 
  	
  
Waco Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.11
  	
   
 	
   
 	
  
 
  	
  
Cedar Rapids Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  4.12
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.13
  	
   
 	
   
 	
  
 
  	
  
Lansing Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.14
  	
   
 	
   
 	
  
 
  	
  
Mankato Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  4.15
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las Vegas   Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.16
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Montgomeryville Courtyard
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.17
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Courtyard
  	
  
 
  	
   
 	
   
 	
   
 
	
  4.18
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.19
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Holiday Inn Express
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.20
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Palmdale Residence & Courtyard
  	
  
 
  	
   
 	
   
 	
   
 
	
  4.21
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Woodlands Residence Inn (Six Pine Drive)
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.22
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Tulsa   Residence Inn & Springhill
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.23
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Cheektowaga Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  4.24
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - El   Paso Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
4.25
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Willowbrook Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 
	
  
7
  	
   
 	
  
1
  	
  
 
  	
  
Eastmont Town Center
  	
  
 
  	
   
 	
   
 	
  
Y
  
	
  11
  	
   
 	
  
1
  	
  
 
  	
  
Gardner Tanenbaum Pool
  	
  
 
  	
   
 	
   
 	
  
Y
  
	
  
11.1
  	
   
 	
   
 	
  
 
  	
  
ARINC Building
  	
  
 
  	
   
 	
   
 	
   
 
	
  
11.2
  	
   
 	
   
 	
  
 
  	
  
Henkel (Manco) Building
  	
  
 
  	
   
 	
   
 	
   
 
	
  11.3
  	
   
 	
   
 	
  
 
  	
  
IMAX Distribution Warehouse   Building
  	
  
 
  	
   
 	
   
 	
   
 
	
  
11.4
  	
   
 	
   
 	
  
 
  	
  
L-3 Communications Building
  	
  
 
  	
   
 	
   
 	
   
 
	
  
11.5
  	
   
 	
   
 	
  
 
  	
  
Northgate Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 
	
  11.6
  	
   
 	
   
 	
  
 
  	
  
36th & Santa Fe   Warehouse
  	
  
 
  	
   
 	
   
 	
   
 
	
  
11.7
  	
   
 	
   
 	
  
 
  	
  
Carbonyx Industrial   Facility
  	
  
 
  	
   
 	
   
 	
   
 




	
  Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Early   Defeasance
  	
   
 	
  
Secured by   LC
  	
   
 	
  
Interest   Accrual
   Method
  	
   
 	
  
Lockbox
  
	
  


  	
   
 	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  3
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-B
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  
	
  
3.1
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.2
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.3
  	
   
 	
   
 	
  
 
  	
  
Palmdale Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.4
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Holiday Inn   Express
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.5
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Fairfield Inn   & Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.6
  	
   
 	
   
 	
  
 
  	
  
Montgomeryville Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.7
  	
   
 	
   
 	
  
 
  	
  
Palmdale Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.8
  	
   
 	
   
 	
  
 
  	
  
Cheektowaga Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.9
  	
   
 	
   
 	
  
 
  	
  
El Paso Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.10
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Six Pine Drive)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.11
  	
   
 	
   
 	
  
 
  	
  
Tulsa Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.12
  	
   
 	
   
 	
  
 
  	
  
Willowbrook Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.13
  	
   
 	
   
 	
  
 
  	
  
Tulsa Springhill Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-A
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  
	
  
4.1
  	
   
 	
   
 	
  
 
  	
  
Peoria Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.2
  	
   
 	
   
 	
  
 
  	
  
Westchase Homewood Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.3
  	
   
 	
   
 	
  
 
  	
  
Toledo Homewood Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.4
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Lake Front Circle)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.5
  	
   
 	
   
 	
  
 
  	
  
Lansing Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.6
  	
   
 	
   
 	
  
 
  	
  
Grand Rapids Homewood   Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.7
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.8
  	
   
 	
   
 	
  
 
  	
  
Houston Towneplace Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.9
  	
   
 	
   
 	
  
 
  	
  
Woodlands Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.10
  	
   
 	
   
 	
  
 
  	
  
Waco Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.11
  	
   
 	
   
 	
  
 
  	
  
Cedar Rapids Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.12
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.13
  	
   
 	
   
 	
  
 
  	
  
Lansing Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.14
  	
   
 	
   
 	
  
 
  	
  
Mankato Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.15
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.16
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Montgomeryville Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.17
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.18
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.19
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Holiday Inn Express
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.20
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Palmdale Residence & Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.21
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Woodlands Residence Inn (Six Pine Drive)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.22
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Tulsa   Residence Inn & Springhill
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.23
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Cheektowaga Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.24
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - El   Paso Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.25
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Willowbrook Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7
  	
   
 	
  
1
  	
  
 
  	
  
Eastmont Town Center
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  
	
  
11
  	
   
 	
  
1
  	
  
 
  	
  
Gardner Tanenbaum Pool
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  
	
  11.1
  	
   
 	
   
 	
  
 
  	
  
ARINC Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.2
  	
   
 	
   
 	
  
 
  	
  
Henkel (Manco) Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.3
  	
   
 	
   
 	
  
 
  	
  
IMAX Distribution Warehouse   Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  11.4
  	
   
 	
   
 	
  
 
  	
  
L-3 Communications Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.5
  	
   
 	
   
 	
  
 
  	
  
Northgate Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  11.6
  	
   
 	
   
 	
  
 
  	
  
36th & Santa Fe   Warehouse
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.7
  	
   
 	
   
 	
  
 
  	
  
Carbonyx Industrial   Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Annual   Deposit to
   Replacement
   Reserve
  	
   
 	
  
Initial   Deposit to
   Capital
   Improvements
   Reserve
  	
   
 	
  
Initial   TI/LC
   Escrow
  	
   
 	
  
Ongoing
   TI/LC
   Footnote
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  
3
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-B
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.1
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.2
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.3
  	
   
 	
   
 	
  
 
  	
  
Palmdale Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.4
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Holiday Inn   Express
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.5
  	
   
 	
   
 	
  
 
  	
  
Las Vegas Fairfield Inn   & Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.6
  	
   
 	
   
 	
  
 
  	
  
Montgomeryville Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.7
  	
   
 	
   
 	
  
 
  	
  
Palmdale Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.8
  	
   
 	
   
 	
  
 
  	
  
Cheektowaga Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.9
  	
   
 	
   
 	
  
 
  	
  
El Paso Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.10
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Six Pine Drive)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.11
  	
   
 	
   
 	
  
 
  	
  
Tulsa Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
3.12
  	
   
 	
   
 	
  
 
  	
  
Willowbrook Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  3.13
  	
   
 	
   
 	
  
 
  	
  
Tulsa Springhill Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4
  	
   
 	
  
1
  	
  
 
  	
  
Tharaldson Pool I-A
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.1
  	
   
 	
   
 	
  
 
  	
  
Peoria Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.2
  	
   
 	
   
 	
  
 
  	
  
Westchase Homewood Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.3
  	
   
 	
   
 	
  
 
  	
  
Toledo Homewood Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.4
  	
   
 	
   
 	
  
 
  	
  
Woodlands Residence Inn   (Lake Front Circle)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.5
  	
   
 	
   
 	
  
 
  	
  
Lansing Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.6
  	
   
 	
   
 	
  
 
  	
  
Grand Rapids Homewood   Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.7
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.8
  	
   
 	
   
 	
  
 
  	
  
Houston Towneplace Suites
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.9
  	
   
 	
   
 	
  
 
  	
  
Woodlands Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.10
  	
   
 	
   
 	
  
 
  	
  
Waco Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.11
  	
   
 	
   
 	
  
 
  	
  
Cedar Rapids Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.12
  	
   
 	
   
 	
  
 
  	
  
Sioux Falls Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.13
  	
   
 	
   
 	
  
 
  	
  
Lansing Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.14
  	
   
 	
   
 	
  
 
  	
  
Mankato Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.15
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.16
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Montgomeryville Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.17
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.18
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Fairfield Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.19
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Las   Vegas Holiday Inn Express
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.20
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Palmdale Residence & Courtyard
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.21
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Woodlands Residence Inn (Six Pine Drive)
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.22
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - Tulsa   Residence Inn & Springhill
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.23
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Cheektowaga Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  4.24
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest - El   Paso Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
4.25
  	
   
 	
   
 	
  
 
  	
  
Leased Fee Interest -   Willowbrook Residence Inn
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  7
  	
   
 	
  
1
  	
  
 
  	
  
Eastmont Town Center
  	
  
 
  	
  
146,000
  	
   
 	
  
2,500
  	
   
 	
   
 	
   
 	
  
(6)
  
	
  
11
  	
   
 	
  
1
  	
  
 
  	
  
Gardner Tanenbaum Pool
  	
  
 
  	
   
 	
   
 	
  
65,625
  	
   
 	
   
 	
   
 	
  
(6)
  
	
  11.1
  	
   
 	
   
 	
  
 
  	
  
ARINC Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.2
  	
   
 	
   
 	
  
 
  	
  
Henkel (Manco) Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.3
  	
   
 	
   
 	
  
 
  	
  
IMAX Distribution Warehouse   Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  11.4
  	
   
 	
   
 	
  
 
  	
  
L-3 Communications Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.5
  	
   
 	
   
 	
  
 
  	
  
Northgate Commerce Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  11.6
  	
   
 	
   
 	
  
 
  	
  
36th & Santa Fe   Warehouse
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
11.7
  	
   
 	
   
 	
  
 
  	
  
Carbonyx Industrial   Facility
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 






	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Address
  	
   
 	
  
City
  	
   
 	
  
State
  	
   
 	
  
Zip Code
  	
   
 	
  
County
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  
	
  
11.8
  	
   
 	
   
 	
  
 
  	
  
Simplex Grinnell Building
  	
  
 
  	
  
6111 New Sapulpa Road
  	
  
 
  	
  
Tulsa
  	
  
 
  	
  
OK
  	
  
 
  	
  
74131
  	
  
 
  	
  
Creek
  
	
  13
  	
   
 	
  
1
  	
  
 
  	
  
201 West Madison
  	
  
 
  	
  
201 West Madison Street
  	
  
 
  	
  
Chicago
  	
  
 
  	
  
IL
  	
  
 
  	
  
60606
  	
  
 
  	
  
Cook
  
	
  
19
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa Pool
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  
	
  19.1
  	
   
 	
   
 	
  
 
  	
  
ADC Distribution Center
  	
  
 
  	
  
101 Lindbergh Drive
  	
  
 
  	
  
Santa Teresa
  	
  
 
  	
  
NM
  	
  
 
  	
  
88008
  	
  
 
  	
  
Dona Ana
  
	
  
19.2
  	
   
 	
   
 	
  
 
  	
  
The Logistics Center
  	
  
 
  	
  
4403 West Military Highway
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78503
  	
  
 
  	
  
Hidalgo
  
	
  19.3
  	
   
 	
   
 	
  
 
  	
  
4200 West Military
  	
  
 
  	
  
4200 West Military Highway
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78503
  	
  
 
  	
  
Hidalgo
  
	
  
19.4
  	
   
 	
   
 	
  
 
  	
  
2660 Airport Road
  	
  
 
  	
  
2660 Airport Road
  	
  
 
  	
  
Santa Teresa
  	
  
 
  	
  
NM
  	
  
 
  	
  
88008
  	
  
 
  	
  
Dona Ana
  
	
  19.5
  	
   
 	
   
 	
  
 
  	
  
9701 Pan American   Distribution Center
  	
  
 
  	
  
9701 Pan American Drive
  	
  
 
  	
  
El Paso
  	
  
 
  	
  
TX
  	
  
 
  	
  
79927
  	
  
 
  	
  
El Paso
  
	
  
19.6
  	
   
 	
   
 	
  
 
  	
  
1328 East Hackberry
  	
  
 
  	
  
1328 East Hackberry
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78501
  	
  
 
  	
  
Hidalgo
  
	
  19.7
  	
   
 	
   
 	
  
 
  	
  
4301 West Military
  	
  
 
  	
  
4301 West Military Highway
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78503
  	
  
 
  	
  
Hidalgo
  
	
  
19.8
  	
   
 	
   
 	
  
 
  	
  
5800 South 42nd
  	
  
 
  	
  
5800 South 42nd Street
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78503
  	
  
 
  	
  
Hidalgo
  
	
  19.9
  	
   
 	
   
 	
  
 
  	
  
1200 East Hackberry
  	
  
 
  	
  
1200 East Hackberry
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78501
  	
  
 
  	
  
Hidalgo
  
	
  
19.10
  	
   
 	
   
 	
  
 
  	
  
1300 East Hackberry
  	
  
 
  	
  
1300 East Hackberry
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78501
  	
  
 
  	
  
Hidalgo
  
	
  19.11
  	
   
 	
   
 	
  
 
  	
  
9515 Plaza Drive   Distribution Center
  	
  
 
  	
  
9515 Plaza Drive
  	
  
 
  	
  
El Paso
  	
  
 
  	
  
TX
  	
  
 
  	
  
79927
  	
  
 
  	
  
El Paso
  
	
  
19.12
  	
   
 	
   
 	
  
 
  	
  
6200 South 35th
  	
  
 
  	
  
6200 South 35th Street
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78503
  	
  
 
  	
  
Hidalgo
  
	
  19.13
  	
   
 	
   
 	
  
 
  	
  
3500 West Military
  	
  
 
  	
  
3500 West Military Highway
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78503
  	
  
 
  	
  
Hidalgo
  
	
  
19.14
  	
   
 	
   
 	
  
 
  	
  
3600 West Military
  	
  
 
  	
  
3600 West Military Highway
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78503
  	
  
 
  	
  
Hidalgo
  
	
  19.15
  	
   
 	
   
 	
  
 
  	
  
3500 Durango
  	
  
 
  	
  
3500 Durango Avenue
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78503
  	
  
 
  	
  
Hidalgo
  
	
  
19.16
  	
   
 	
   
 	
  
 
  	
  
6901 South 33rd
  	
  
 
  	
  
6901 South 33rd Street
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78503
  	
  
 
  	
  
Hidalgo
  
	
  19.17
  	
   
 	
   
 	
  
 
  	
  
7001 South 33rd
  	
  
 
  	
  
7001 South 33rd Street
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78503
  	
  
 
  	
  
Hidalgo
  
	
  
19.18
  	
   
 	
   
 	
  
 
  	
  
6412 South 36th
  	
  
 
  	
  
6412 South 36th Street
  	
  
 
  	
  
McAllen
  	
  
 
  	
  
TX
  	
  
 
  	
  
78503
  	
  
 
  	
  
Hidalgo
  
	
  40
  	
   
 	
  
1
  	
  
 
  	
  
Hilltop Plaza
  	
  
 
  	
  
5100-5222 Wilson Mills Road
  	
  
 
  	
  
Richmond Heights
  	
  
 
  	
  
OH
  	
  
 
  	
  
44143
  	
  
 
  	
  
Cuyahoga
  
	
  
43
  	
   
 	
  
1
  	
  
 
  	
  
Westland Mall
  	
  
 
  	
  
550 South Gear Avenue
  	
  
 
  	
  
West Burlington
  	
  
 
  	
  
IA
  	
  
 
  	
  
52655
  	
  
 
  	
  
Des Moines
  
	
  53
  	
   
 	
  
1
  	
  
 
  	
  
Marshall Town Center
  	
  
 
  	
  
2500 South Center Street
  	
  
 
  	
  
Marshalltown
  	
  
 
  	
  
IA
  	
  
 
  	
  
50158
  	
  
 
  	
  
Marshall
  
	
  
54
  	
   
 	
  
1
  	
  
 
  	
  
Rusty Leaf Plaza
  	
  
 
  	
  
2512 - 2620 Chapman Avenue   and 133 South Yorba Street
  	
  
 
  	
  
Orange
  	
  
 
  	
  
CA
  	
  
 
  	
  
92869
  	
  
 
  	
  
Orange
  
	
  72
  	
   
 	
  
2
  	
  
 
  	
  
Regency Tower
  	
  
 
  	
  
333 Northwest 5th Street
  	
  
 
  	
  
Oklahoma City
  	
  
 
  	
  
OK
  	
  
 
  	
  
73102
  	
  
 
  	
  
Oklahoma
  
	
  
74
  	
   
 	
  
1
  	
  
 
  	
  
ANSYS Office Building
  	
  
 
  	
  
275 Technology Drive
  	
  
 
  	
  
Cecil Township
  	
  
 
  	
  
PA
  	
  
 
  	
  
15317
  	
  
 
  	
  
Washington
  
	
  132
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa - 6030   Hollywood
  	
  
 
  	
  
6030 Hollywood Boulevard
  	
  
 
  	
  
Hollywood
  	
  
 
  	
  
FL
  	
  
 
  	
  
33023
  	
  
 
  	
  
Broward
  
	
  
134
  	
   
 	
  
1
  	
  
 
  	
  
Stater Bros - Ridgecrest
  	
  
 
  	
  
800 North China Lake   Boulevard
  	
  
 
  	
  
Ridgecrest
  	
  
 
  	
  
CA
  	
  
 
  	
  
93555
  	
  
 
  	
  
Kern
  
	
  177
  	
   
 	
  
1
  	
  
 
  	
  
650 4th Street
  	
  
 
  	
  
650 4th Street
  	
  
 
  	
  
Santa Rosa
  	
  
 
  	
  
CA
  	
  
 
  	
  
95404
  	
  
 
  	
  
Sonoma
  




	
  Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Cut-Off   Date
   Loan Balance
   ($)
  	
   
 	
  
Monthly   P&I
   Payments ($)
  	
   
 	
  
Grace
   Days
  	
   
 	
  
Mortgage
   Rate (%)
  	
   
 	
  
Number of   Units
  
	
  


  	
   
 	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  11.8
  	
   
 	
   
 	
  
 
  	
  
Simplex Grinnell Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
25,000
  
	
  
13
  	
   
 	
  
1
  	
  
 
  	
  
201 West Madison
  	
  
 
  	
  
42,440,495.23
  	
   
 	
  
241,310.33
  	
   
 	
   
 	
   
 	
  
5.5000%
  	
   
 	
  
385,310
  
	
  19
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa Pool
  	
  
 
  	
  
29,718,000.00
  	
   
 	
  
175,698.24
  	
   
 	
   
 	
   
 	
  
5.8700%
  	
   
 	
  
1,026,070
  
	
  
19.1
  	
   
 	
   
 	
  
 
  	
  
ADC Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
333,800
  
	
  19.2
  	
   
 	
   
 	
  
 
  	
  
The Logistics Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
112,104
  
	
  
19.3
  	
   
 	
   
 	
  
 
  	
  
4200 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
80,220
  
	
  19.4
  	
   
 	
   
 	
  
 
  	
  
2660 Airport Road
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
32,562
  
	
  
19.5
  	
   
 	
   
 	
  
 
  	
  
9701 Pan American   Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
80,000
  
	
  19.6
  	
   
 	
   
 	
  
 
  	
  
1328 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
45,734
  
	
  
19.7
  	
   
 	
   
 	
  
 
  	
  
4301 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
52,500
  
	
  19.8
  	
   
 	
   
 	
  
 
  	
  
5800 South 42nd
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
41,400
  
	
  
19.9
  	
   
 	
   
 	
  
 
  	
  
1200 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
27,500
  
	
  19.10
  	
   
 	
   
 	
  
 
  	
  
1300 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
34,500
  
	
  
19.11
  	
   
 	
   
 	
  
 
  	
  
9515 Plaza Drive   Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
38,400
  
	
  19.12
  	
   
 	
   
 	
  
 
  	
  
6200 South 35th
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
24,000
  
	
  
19.13
  	
   
 	
   
 	
  
 
  	
  
3500 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
20,000
  
	
  19.14
  	
   
 	
   
 	
  
 
  	
  
3600 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
21,000
  
	
  
19.15
  	
   
 	
   
 	
  
 
  	
  
3500 Durango
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
21,000
  
	
  19.16
  	
   
 	
   
 	
  
 
  	
  
6901 South 33rd
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
21,190
  
	
  
19.17
  	
   
 	
   
 	
  
 
  	
  
7001 South 33rd
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
20,000
  
	
  19.18
  	
   
 	
   
 	
  
 
  	
  
6412 South 36th
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  
20,160
  
	
  
40
  	
   
 	
  
1
  	
  
 
  	
  
Hilltop Plaza
  	
  
 
  	
  
20,800,000.00
  	
   
 	
  
115,116.17
  	
   
 	
   
 	
   
 	
  
5.2700%
  	
   
 	
  
170,965
  
	
  43
  	
   
 	
  
1
  	
  
 
  	
  
Westland Mall
  	
  
 
  	
  
19,456,802.82
  	
   
 	
  
115,038.48
  	
   
 	
   
 	
   
 	
  
5.8500%
  	
   
 	
  
338,476
  
	
  
53
  	
   
 	
  
1
  	
  
 
  	
  
Marshall Town Center
  	
  
 
  	
  
14,466,482.00
  	
   
 	
  
83,150.04
  	
   
 	
   
 	
   
 	
  
5.5900%
  	
   
 	
  
361,152
  
	
  54
  	
   
 	
  
1
  	
  
 
  	
  
Rusty Leaf Plaza
  	
  
 
  	
  
13,500,000.00
  	
   
 	
  
75,554.04
  	
   
 	
   
 	
   
 	
  
5.3700%
  	
   
 	
  
59,300
  
	
  
72
  	
   
 	
  
2
  	
  
 
  	
  
Regency Tower
  	
  
 
  	
  
9,159,085.09
  	
   
 	
  
51,948.35
  	
   
 	
   
 	
   
 	
  
5.4500%
  	
   
 	
  
274
  
	
  74
  	
   
 	
  
1
  	
  
 
  	
  
ANSYS Office Building
  	
  
 
  	
  
9,095,490.00
  	
   
 	
  
IO
  	
   
 	
   
 	
   
 	
  
5.3770%
  	
   
 	
  
107,872
  
	
  
132
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa - 6030   Hollywood
  	
  
 
  	
  
4,160,000.00
  	
   
 	
  
24,594.68
  	
   
 	
   
 	
   
 	
  
5.8700%
  	
   
 	
  
35,959
  
	
  134
  	
   
 	
  
1
  	
  
 
  	
  
Stater Bros - Ridgecrest
  	
  
 
  	
  
4,080,000.00
  	
   
 	
  
22,961.42
  	
   
 	
   
 	
   
 	
  
5.4200%
  	
   
 	
  
38,722
  
	
  
177
  	
   
 	
  
1
  	
  
 
  	
  
650 4th Street
  	
  
 
  	
  
2,950,000.00
  	
   
 	
  
16,926.03
  	
   
 	
   
 	
   
 	
  
5.5950%
  	
   
 	
  
11,305
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Unit of
   Measure
  	
   
 	
  
Original   Term
   to Maturity or
   ARD (Mos.)
  	
   
 	
  
Remaining
   Term to
   Maturity or
   ARD (Mos.)
  	
   
 	
  
Maturity
   Date or ARD
  	
   
 	
  
Original
   Amort
 Term
   (Mos.)
  	
   
 	
  
Remaining
   Amort Term
   (Mos.)
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  
11.8
  	
   
 	
   
 	
  
 
  	
  
Simplex Grinnell Building
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  13
  	
   
 	
  
1
  	
  
 
  	
  
201 West Madison
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
  
120
  	
   
 	
  
119
  	
   
 	
  
02/11/15
  	
   
 	
  
360
  	
   
 	
  
359
  
	
  
19
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa Pool
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
  
60
  	
   
 	
  
59
  	
   
 	
  
02/11/10
  	
   
 	
  
360
  	
   
 	
  
360
  
	
  19.1
  	
   
 	
   
 	
  
 
  	
  
ADC Distribution Center
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.2
  	
   
 	
   
 	
  
 
  	
  
The Logistics Center
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.3
  	
   
 	
   
 	
  
 
  	
  
4200 West Military
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.4
  	
   
 	
   
 	
  
 
  	
  
2660 Airport Road
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.5
  	
   
 	
   
 	
  
 
  	
  
9701 Pan American   Distribution Center
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.6
  	
   
 	
   
 	
  
 
  	
  
1328 East Hackberry
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.7
  	
   
 	
   
 	
  
 
  	
  
4301 West Military
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.8
  	
   
 	
   
 	
  
 
  	
  
5800 South 42nd
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.9
  	
   
 	
   
 	
  
 
  	
  
1200 East Hackberry
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.10
  	
   
 	
   
 	
  
 
  	
  
1300 East Hackberry
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.11
  	
   
 	
   
 	
  
 
  	
  
9515 Plaza Drive   Distribution Center
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.12
  	
   
 	
   
 	
  
 
  	
  
6200 South 35th
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.13
  	
   
 	
   
 	
  
 
  	
  
3500 West Military
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.14
  	
   
 	
   
 	
  
 
  	
  
3600 West Military
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.15
  	
   
 	
   
 	
  
 
  	
  
3500 Durango
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.16
  	
   
 	
   
 	
  
 
  	
  
6901 South 33rd
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.17
  	
   
 	
   
 	
  
 
  	
  
7001 South 33rd
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.18
  	
   
 	
   
 	
  
 
  	
  
6412 South 36th
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  40
  	
   
 	
  
1
  	
  
 
  	
  
Hilltop Plaza
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
  
120
  	
   
 	
  
120
  	
   
 	
  
03/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  
	
  
43
  	
   
 	
  
1
  	
  
 
  	
  
Westland Mall
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
  
120
  	
   
 	
  
118
  	
   
 	
  
01/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  
	
  53
  	
   
 	
  
1
  	
  
 
  	
  
Marshall Town Center
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
  
120
  	
   
 	
  
118
  	
   
 	
  
01/11/15
  	
   
 	
  
360
  	
   
 	
  
358
  
	
  
54
  	
   
 	
  
1
  	
  
 
  	
  
Rusty Leaf Plaza
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
  
120
  	
   
 	
  
119
  	
   
 	
  
02/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  
	
  72
  	
   
 	
  
2
  	
  
 
  	
  
Regency Tower
  	
  
 
  	
  
Units
  	
   
 	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
356
  
	
  
74
  	
   
 	
  
1
  	
  
 
  	
  
ANSYS Office Building
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
  
120
  	
   
 	
  
117
  	
   
 	
  
12/11/14
  	
   
 	
  
IO
  	
   
 	
  
IO
  
	
  132
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa - 6030   Hollywood
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
  
60
  	
   
 	
  
59
  	
   
 	
  
02/11/10
  	
   
 	
  
360
  	
   
 	
  
360
  
	
  
134
  	
   
 	
  
1
  	
  
 
  	
  
Stater Bros - Ridgecrest
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
  
142
  	
   
 	
  
139
  	
   
 	
  
10/11/16
  	
   
 	
  
360
  	
   
 	
  
360
  
	
  177
  	
   
 	
  
1
  	
  
 
  	
  
650 4th Street
  	
  
 
  	
  
Sq.   Ft.
  	
   
 	
  
120
  	
   
 	
  
120
  	
   
 	
  
03/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  




	
  Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Ground
   Lease
  	
   
 	
  
Master   Servicing
   Fee Rate
  	
   
 	
  
ARD Loans
  	
   
 	
  
Anticipated
   Repayment Date
  
	
  


  	
   
 	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  
	
  11.8
  	
   
 	
   
 	
  
 
  	
  
Simplex Grinnell Building
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
13
  	
   
 	
  
1
  	
  
 
  	
  
201 West Madison
  	
  
 
  	
  
Both
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  19
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa Pool
  	
  
 
  	
  
Both
  	
   
 	
  
0.04000%
  	
   
 	
  
Y
  	
   
 	
  
02/11/10
  
	
  
19.1
  	
   
 	
   
 	
  
 
  	
  
ADC Distribution Center
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.2
  	
   
 	
   
 	
  
 
  	
  
The Logistics Center
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.3
  	
   
 	
   
 	
  
 
  	
  
4200 West Military
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.4
  	
   
 	
   
 	
  
 
  	
  
2660 Airport Road
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.5
  	
   
 	
   
 	
  
 
  	
  
9701 Pan American   Distribution Center
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.6
  	
   
 	
   
 	
  
 
  	
  
1328 East Hackberry
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.7
  	
   
 	
   
 	
  
 
  	
  
4301 West Military
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.8
  	
   
 	
   
 	
  
 
  	
  
5800 South 42nd
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.9
  	
   
 	
   
 	
  
 
  	
  
1200 East Hackberry
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.10
  	
   
 	
   
 	
  
 
  	
  
1300 East Hackberry
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.11
  	
   
 	
   
 	
  
 
  	
  
9515 Plaza Drive   Distribution Center
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.12
  	
   
 	
   
 	
  
 
  	
  
6200 South 35th
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.13
  	
   
 	
   
 	
  
 
  	
  
3500 West Military
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.14
  	
   
 	
   
 	
  
 
  	
  
3600 West Military
  	
  
 
  	
  
Fee
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.15
  	
   
 	
   
 	
  
 
  	
  
3500 Durango
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.16
  	
   
 	
   
 	
  
 
  	
  
6901 South 33rd
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.17
  	
   
 	
   
 	
  
 
  	
  
7001 South 33rd
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.18
  	
   
 	
   
 	
  
 
  	
  
6412 South 36th
  	
  
 
  	
  
Leasehold
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
40
  	
   
 	
  
1
  	
  
 
  	
  
Hilltop Plaza
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  43
  	
   
 	
  
1
  	
  
 
  	
  
Westland Mall
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  
53
  	
   
 	
  
1
  	
  
 
  	
  
Marshall Town Center
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  54
  	
   
 	
  
1
  	
  
 
  	
  
Rusty Leaf Plaza
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
Y
  	
   
 	
  
02/11/15
  
	
  
72
  	
   
 	
  
2
  	
  
 
  	
  
Regency Tower
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  74
  	
   
 	
  
1
  	
  
 
  	
  
ANSYS Office Building
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
Y
  	
   
 	
  
12/11/14
  
	
  
132
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa - 6030   Hollywood
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
Y
  	
   
 	
  
02/11/10
  
	
  134
  	
   
 	
  
1
  	
  
 
  	
  
Stater Bros - Ridgecrest
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  
177
  	
   
 	
  
1
  	
  
 
  	
  
650 4th Street
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Additional   Interest Rate
  	
   
 	
  
Loan   Originator
  	
   
 	
  
Environmental
   Insurance
  
	
  


  	
   
 	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
   
 	
  


  
	
  11.8
  	
   
 	
   
 	
  
 
  	
  
Simplex Grinnell Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
13
  	
   
 	
  
1
  	
  
 
  	
  
201 West Madison
  	
  
 
  	
   
 	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  
19
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa Pool
  	
  
 
  	
  
Greater   of initial interest rate plus 5.0% or TCMYI plus 7.5%
  	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  19.1
  	
   
 	
   
 	
  
 
  	
  
ADC Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.2
  	
   
 	
   
 	
  
 
  	
  
The Logistics Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.3
  	
   
 	
   
 	
  
 
  	
  
4200 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.4
  	
   
 	
   
 	
  
 
  	
  
2660 Airport Road
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.5
  	
   
 	
   
 	
  
 
  	
  
9701 Pan American   Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.6
  	
   
 	
   
 	
  
 
  	
  
1328 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.7
  	
   
 	
   
 	
  
 
  	
  
4301 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.8
  	
   
 	
   
 	
  
 
  	
  
5800 South 42nd
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.9
  	
   
 	
   
 	
  
 
  	
  
1200 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.10
  	
   
 	
   
 	
  
 
  	
  
1300 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.11
  	
   
 	
   
 	
  
 
  	
  
9515 Plaza Drive   Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.12
  	
   
 	
   
 	
  
 
  	
  
6200 South 35th
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.13
  	
   
 	
   
 	
  
 
  	
  
3500 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.14
  	
   
 	
   
 	
  
 
  	
  
3600 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.15
  	
   
 	
   
 	
  
 
  	
  
3500 Durango
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.16
  	
   
 	
   
 	
  
 
  	
  
6901 South 33rd
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.17
  	
   
 	
   
 	
  
 
  	
  
7001 South 33rd
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.18
  	
   
 	
   
 	
  
 
  	
  
6412 South 36th
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 
	
  40
  	
   
 	
  
1
  	
  
 
  	
  
Hilltop Plaza
  	
  
 
  	
   
 	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  
43
  	
   
 	
  
1
  	
  
 
  	
  
Westland Mall
  	
  
 
  	
   
 	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  
53
  	
   
 	
  
1
  	
  
 
  	
  
Marshall Town Center
  	
  
 
  	
   
 	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  54
  	
   
 	
  
1
  	
  
 
  	
  
Rusty Leaf Plaza
  	
  
 
  	
  
Upon   the anticipated repayment date, if the loan is not repaid, the loan   hyperamortizes at a rate of the greater of the then current ten year Treasury   yield, plus 2.5%, plus 5% and the sum of the Interest Rate plus 5%.
  	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  
72
  	
   
 	
  
2
  	
  
 
  	
  
Regency Tower
  	
  
 
  	
   
 	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  74
  	
   
 	
  
1
  	
  
 
  	
  
ANSYS Office Building
  	
  
 
  	
  
Greater   of initial interest rate plus 5.0% or TCMYI plus 6.1%
  	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  
132
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa - 6030   Hollywood
  	
  
 
  	
  
Greater   of initial interest rate plus 5.0% or TCMYI plus 7.5%
  	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  134
  	
   
 	
  
1
  	
  
 
  	
  
Stater Bros - Ridgecrest
  	
  
 
  	
   
 	
   
 	
  
Countrywide
  	
   
 	
  
N
  
	
  
177
  	
   
 	
  
1
  	
  
 
  	
  
650 4th Street
  	
  
 
  	
   
 	
   
 	
  
Countrywide
  	
   
 	
  
N
  





	
  Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Cross   Collateralized
   and Cross Defaulted
   Loan Flag
  	
   
 	
  
Defeasance   Loan
  
	
  


  	
   
 	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
   
 	
  


  
	
  11.8
  	
   
 	
   
 	
  
 
  	
  
Simplex Grinnell Building
  	
  
 
  	
   
 	
   
 	
   
 
	
  
13
  	
   
 	
  
1
  	
  
 
  	
  
201 West Madison
  	
  
 
  	
   
 	
   
 	
  
Y
  
	
  
19
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa Pool
  	
  
 
  	
  
Santa   Teresa Portfolio
  	
   
 	
  
Y
  
	
  19.1
  	
   
 	
   
 	
  
 
  	
  
ADC Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 
	
  
19.2
  	
   
 	
   
 	
  
 
  	
  
The Logistics Center
  	
  
 
  	
   
 	
   
 	
   
 
	
  
19.3
  	
   
 	
   
 	
  
 
  	
  
4200 West Military
  	
  
 
  	
   
 	
   
 	
   
 
	
  19.4
  	
   
 	
   
 	
  
 
  	
  
2660 Airport Road
  	
  
 
  	
   
 	
   
 	
   
 
	
  
19.5
  	
   
 	
   
 	
  
 
  	
  
9701 Pan American   Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 
	
  
19.6
  	
   
 	
   
 	
  
 
  	
  
1328 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 
	
  19.7
  	
   
 	
   
 	
  
 
  	
  
4301 West Military
  	
  
 
  	
   
 	
   
 	
   
 
	
  
19.8
  	
   
 	
   
 	
  
 
  	
  
5800 South 42nd
  	
  
 
  	
   
 	
   
 	
   
 
	
  
19.9
  	
   
 	
   
 	
  
 
  	
  
1200 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 
	
  19.10
  	
   
 	
   
 	
  
 
  	
  
1300 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 
	
  
19.11
  	
   
 	
   
 	
  
 
  	
  
9515 Plaza Drive   Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 
	
  
19.12
  	
   
 	
   
 	
  
 
  	
  
6200 South 35th
  	
  
 
  	
   
 	
   
 	
   
 
	
  19.13
  	
   
 	
   
 	
  
 
  	
  
3500 West Military
  	
  
 
  	
   
 	
   
 	
   
 
	
  
19.14
  	
   
 	
   
 	
  
 
  	
  
3600 West Military
  	
  
 
  	
   
 	
   
 	
   
 
	
  
19.15
  	
   
 	
   
 	
  
 
  	
  
3500 Durango
  	
  
 
  	
   
 	
   
 	
   
 
	
  19.16
  	
   
 	
   
 	
  
 
  	
  
6901 South 33rd
  	
  
 
  	
   
 	
   
 	
   
 
	
  
19.17
  	
   
 	
   
 	
  
 
  	
  
7001 South 33rd
  	
  
 
  	
   
 	
   
 	
   
 
	
  
19.18
  	
   
 	
   
 	
  
 
  	
  
6412 South 36th
  	
  
 
  	
   
 	
   
 	
   
 
	
  40
  	
   
 	
  
1
  	
  
 
  	
  
Hilltop Plaza
  	
  
 
  	
   
 	
   
 	
  
Y
  
	
  
43
  	
   
 	
  
1
  	
  
 
  	
  
Westland Mall
  	
  
 
  	
   
 	
   
 	
  
Y
  
	
  
53
  	
   
 	
  
1
  	
  
 
  	
  
Marshall Town Center
  	
  
 
  	
   
 	
   
 	
  
Y
  
	
  54
  	
   
 	
  
1
  	
  
 
  	
  
Rusty Leaf Plaza
  	
  
 
  	
   
 	
   
 	
  
Y
  
	
  
72
  	
   
 	
  
2
  	
  
 
  	
  
Regency Tower
  	
  
 
  	
   
 	
   
 	
  
Y
  
	
  
74
  	
   
 	
  
1
  	
  
 
  	
  
ANSYS Office Building
  	
  
 
  	
   
 	
   
 	
  
Y
  
	
  132
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa - 6030   Hollywood
  	
  
 
  	
  
Santa   Teresa Portfolio
  	
   
 	
  
Y
  
	
  
134
  	
   
 	
  
1
  	
  
 
  	
  
Stater Bros - Ridgecrest
  	
  
 
  	
   
 	
   
 	
  
Y
  
	
  
177
  	
   
 	
  
1
  	
  
 
  	
  
650 4th Street
  	
  
 
  	
   
 	
   
 	
  
Y
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Early   Defeasance
  	
   
 	
  
Secured by   LC
  	
   
 	
  
Interest   Accrual
   Method
  	
   
 	
  
Lockbox
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  
11.8
  	
   
 	
   
 	
  
 
  	
  
Simplex Grinnell Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  13
  	
   
 	
  
1
  	
  
 
  	
  
201 West Madison
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  
	
  
19
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa Pool
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  
	
  19.1
  	
   
 	
   
 	
  
 
  	
  
ADC Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.2
  	
   
 	
   
 	
  
 
  	
  
The Logistics Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.3
  	
   
 	
   
 	
  
 
  	
  
4200 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.4
  	
   
 	
   
 	
  
 
  	
  
2660 Airport Road
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.5
  	
   
 	
   
 	
  
 
  	
  
9701 Pan American   Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.6
  	
   
 	
   
 	
  
 
  	
  
1328 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.7
  	
   
 	
   
 	
  
 
  	
  
4301 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.8
  	
   
 	
   
 	
  
 
  	
  
5800 South 42nd
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.9
  	
   
 	
   
 	
  
 
  	
  
1200 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.10
  	
   
 	
   
 	
  
 
  	
  
1300 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.11
  	
   
 	
   
 	
  
 
  	
  
9515 Plaza Drive   Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.12
  	
   
 	
   
 	
  
 
  	
  
6200 South 35th
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.13
  	
   
 	
   
 	
  
 
  	
  
3500 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.14
  	
   
 	
   
 	
  
 
  	
  
3600 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.15
  	
   
 	
   
 	
  
 
  	
  
3500 Durango
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.16
  	
   
 	
   
 	
  
 
  	
  
6901 South 33rd
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.17
  	
   
 	
   
 	
  
 
  	
  
7001 South 33rd
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.18
  	
   
 	
   
 	
  
 
  	
  
6412 South 36th
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
40
  	
   
 	
  
1
  	
  
 
  	
  
Hilltop Plaza
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  
	
  43
  	
   
 	
  
1
  	
  
 
  	
  
Westland Mall
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  
	
  
53
  	
   
 	
  
1
  	
  
 
  	
  
Marshall Town Center
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  
	
  54
  	
   
 	
  
1
  	
  
 
  	
  
Rusty Leaf Plaza
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
   
 
	
  
72
  	
   
 	
  
2
  	
  
 
  	
  
Regency Tower
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  
	
  74
  	
   
 	
  
1
  	
  
 
  	
  
ANSYS Office Building
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
30/360
  	
   
 	
  
Day   1
  
	
  
132
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa - 6030   Hollywood
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  
	
  134
  	
   
 	
  
1
  	
  
 
  	
  
Stater Bros - Ridgecrest
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  
	
  
177
  	
   
 	
  
1
  	
  
 
  	
  
650 4th Street
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day   1
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Annual   Deposit to
   Replacement
   Reserve
  	
   
 	
  
Initial   Deposit to
   Capital
   Improvements
   Reserve
  	
   
 	
  
Initial   TI/LC
   Escrow
  	
   
 	
  
Ongoing
   TI/LC
   Footnote
  
	
  


  	
   
 	
  


  	
   
  	
  


  	
  
 
  	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  
	
  
11.8
  	
   
 	
   
 	
  
 
  	
  
Simplex Grinnell Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  13
  	
   
 	
  
1
  	
  
 
  	
  
201 West Madison
  	
  
 
  	
  
42,000
  	
   
 	
  
31,250
  	
   
 	
  
125,000
  	
   
 	
  
(6)
  
	
  
19
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa Pool
  	
  
 
  	
  
182,461
  	
   
 	
  
31,938
  	
   
 	
   
 	
   
 	
  
(6)
  
	
  19.1
  	
   
 	
   
 	
  
 
  	
  
ADC Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.2
  	
   
 	
   
 	
  
 
  	
  
The Logistics Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.3
  	
   
 	
   
 	
  
 
  	
  
4200 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.4
  	
   
 	
   
 	
  
 
  	
  
2660 Airport Road
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.5
  	
   
 	
   
 	
  
 
  	
  
9701 Pan American   Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.6
  	
   
 	
   
 	
  
 
  	
  
1328 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.7
  	
   
 	
   
 	
  
 
  	
  
4301 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.8
  	
   
 	
   
 	
  
 
  	
  
5800 South 42nd
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.9
  	
   
 	
   
 	
  
 
  	
  
1200 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.10
  	
   
 	
   
 	
  
 
  	
  
1300 East Hackberry
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.11
  	
   
 	
   
 	
  
 
  	
  
9515 Plaza Drive   Distribution Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.12
  	
   
 	
   
 	
  
 
  	
  
6200 South 35th
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.13
  	
   
 	
   
 	
  
 
  	
  
3500 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.14
  	
   
 	
   
 	
  
 
  	
  
3600 West Military
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.15
  	
   
 	
   
 	
  
 
  	
  
3500 Durango
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.16
  	
   
 	
   
 	
  
 
  	
  
6901 South 33rd
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
19.17
  	
   
 	
   
 	
  
 
  	
  
7001 South 33rd
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  19.18
  	
   
 	
   
 	
  
 
  	
  
6412 South 36th
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
40
  	
   
 	
  
1
  	
  
 
  	
  
Hilltop Plaza
  	
  
 
  	
  
25,645
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  43
  	
   
 	
  
1
  	
  
 
  	
  
Westland Mall
  	
  
 
  	
  
74,720
  	
   
 	
  
205,756
  	
   
 	
  
13,508
  	
   
 	
  
(6)
  
	
  
53
  	
   
 	
  
1
  	
  
 
  	
  
Marshall Town Center
  	
  
 
  	
  
78,648
  	
   
 	
  
104,450
  	
   
 	
  
12,928
  	
   
 	
  
(6)
  
	
  54
  	
   
 	
  
1
  	
  
 
  	
  
Rusty Leaf Plaza
  	
  
 
  	
  
8,895
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(6)
  
	
  
72
  	
   
 	
  
2
  	
  
 
  	
  
Regency Tower
  	
  
 
  	
  
76,720
  	
   
 	
  
26,250
  	
   
 	
   
 	
   
 	
   
 
	
  74
  	
   
 	
  
1
  	
  
 
  	
  
ANSYS Office Building
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
132
  	
   
 	
  
1
  	
  
 
  	
  
Santa Teresa - 6030   Hollywood
  	
  
 
  	
  
450
  	
   
 	
   
 	
   
 	
   
 	
   
 	
  
(6)
  
	
  134
  	
   
 	
  
1
  	
  
 
  	
  
Stater Bros - Ridgecrest
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
177
  	
   
 	
  
1
  	
  
 
  	
  
650 4th Street
  	
  
 
  	
  
1,696
  	
   
 	
   
 	
   
 	
  
113,442
  	
   
 	
  
(6)
  




	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Address
  	
   
 	
  
City
  	
   
 	
  
State
  	
   
 	
  
Zip Code
  	
   
 	
  
County
  
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  
	
  8
  	
   
 	
  
1
  	
  
 
  	
  
Great   Wolf Resorts Pool
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
  
 
  	
  
Various
  	
   
 	
  
Various
  	
  
 
  	
  
Various
  
	
  8.1
  	
   
 	
   
 	
  
 
  	
  
Great   Wolf - Traverse City
  	
  
 
  	
  
3575   North US 31 South
  	
  
 
  	
  
Traverse   City
  	
  
 
  	
  
MI
  	
   
 	
  
49684
  	
  
 
  	
  
Grand   Traverse
  
	
  
8.2
  	
   
 	
   
 	
  
 
  	
  
Great   Wolf - Kansas City
  	
  
 
  	
  
10401   Cabela Drive
  	
  
 
  	
  
Kansas   City
  	
  
 
  	
  
KS
  	
   
 	
  
66111
  	
   
 	
  
Wyandotte
  
	
  10
  	
   
 	
  
1
  	
  
 
  	
  
Hudson   Corporate Center
  	
  
 
  	
  
300   Boulevard East
  	
  
 
  	
  
Weehawken
  	
  
 
  	
  
NJ
  	
   
 	
  
07086
  	
  
 
  	
  
Hudson
  
	
  
15
  	
   
 	
  
1
  	
  
 
  	
  
Comverse   Office Building
  	
  
 
  	
  
100   and 200 Quannapowitt Parkway
  	
  
 
  	
  
Wakefield
  	
  
 
  	
  
MA
  	
   
 	
  
01880
  	
  
 
  	
  
Middlesex
  
	
  17
  	
   
 	
  
1
  	
  
 
  	
  
Webb   at LBJ
  	
  
 
  	
  
11830   Webb Chapel Road
  	
  
 
  	
  
Dallas
  	
  
 
  	
  
TX
  	
   
 	
  
75234
  	
  
 
  	
  
Dallas
  
	
  
29
  	
   
 	
  
1
  	
  
 
  	
  
Kohl’s   Plaza
  	
  
 
  	
  
409   Commack Road
  	
  
 
  	
  
Deer   Park
  	
  
 
  	
  
NY
  	
   
 	
  
11729
  	
  
 
  	
  
Suffolk
  
	
  35
  	
   
 	
  
1
  	
  
 
  	
  
Creve   Coeur Pavilion Retail Center
  	
  
 
  	
  
10401   Olive Boulevard
  	
  
 
  	
  
St.   Louis
  	
  
 
  	
  
MO
  	
   
 	
  
63141
  	
  
 
  	
  
St.   Louis
  
	
  
36
  	
   
 	
  
2
  	
  
 
  	
  
The   Exchange at Auburn Apartments
  	
  
 
  	
  
202   West Long Leaf Drive
  	
  
 
  	
  
Auburn
  	
  
 
  	
  
AL
  	
   
 	
  
36830
  	
  
 
  	
  
Lee
  
	
  44
  	
   
 	
  
1
  	
  
 
  	
  
36   Northeast Second Street
  	
  
 
  	
  
36   Northeast Second Street
  	
  
 
  	
  
Miami
  	
  
 
  	
  
FL
  	
   
 	
  
33132
  	
  
 
  	
  
Miami-Dade
  
	
  
45
  	
   
 	
  
1
  	
  
 
  	
  
6245   Leesburg Pike
  	
  
 
  	
  
6245   Leesburg Pike
  	
  
 
  	
  
Falls   Church
  	
  
 
  	
  
VA
  	
   
 	
  
22044
  	
  
 
  	
  
Fairfax
  
	
  46
  	
   
 	
  
1
  	
  
 
  	
  
250   Summer Street
  	
  
 
  	
  
250   Summer Street
  	
  
 
  	
  
Boston
  	
  
 
  	
  
MA
  	
   
 	
  
02210
  	
  
 
  	
  
Suffolk
  
	
  
50
  	
   
 	
  
2
  	
  
 
  	
  
Baywater   Townhomes
  	
  
 
  	
  
US   Route 52 West
  	
  
 
  	
  
West   Lafayette
  	
  
 
  	
  
IN
  	
   
 	
  
47906
  	
  
 
  	
  
Tippecanoe
  
	
  55
  	
   
 	
  
1
  	
  
 
  	
  
Spring   Meadow Shopping Center
  	
  
 
  	
  
2104   Van Reed Road
  	
  
 
  	
  
Wyomissing
  	
  
 
  	
  
PA
  	
   
 	
  
19610
  	
  
 
  	
  
Berks
  
	
  
61
  	
   
 	
  
2
  	
  
 
  	
  
Jefferson   Oaks Apartments
  	
  
 
  	
  
18788   Marsh Lane
  	
  
 
  	
  
Dallas
  	
  
 
  	
  
TX
  	
   
 	
  
75287
  	
  
 
  	
  
Denton
  
	
  62
  	
   
 	
  
1
  	
  
 
  	
  
Siemens   Building
  	
  
 
  	
  
4849   Alpha Road
  	
  
 
  	
  
Farmers   Branch
  	
  
 
  	
  
TX
  	
   
 	
  
75244
  	
  
 
  	
  
Dallas
  
	
  
83
  	
   
 	
  
1
  	
  
 
  	
  
Brea   Office Building
  	
  
 
  	
  
3300   Birch Street
  	
  
 
  	
  
Brea
  	
  
 
  	
  
CA
  	
   
 	
  
92821
  	
  
 
  	
  
Orange
  
	
  85
  	
   
 	
  
1
  	
  
 
  	
  
Milestone   Crossing
  	
  
 
  	
  
40   George Hannum Street
  	
  
 
  	
  
Belchertown
  	
  
 
  	
  
MA
  	
   
 	
  
01007
  	
  
 
  	
  
Hampshire
  
	
  
102
  	
   
 	
  
1
  	
  
 
  	
  
Comp   USA - Braintree, MA
  	
  
 
  	
  
500   Grossman Drive Unit 7
  	
  
 
  	
  
Braintree
  	
  
 
  	
  
MA
  	
   
 	
  
02184
  	
  
 
  	
  
Norfolk
  
	
  146
  	
   
 	
  
1
  	
  
 
  	
  
CVS   at Foley, AL
  	
  
 
  	
  
1300   South McKenzie Street
  	
  
 
  	
  
Foley
  	
  
 
  	
  
AL
  	
   
 	
  
36535
  	
  
 
  	
  
Baldwin
  
	
  
159
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd   Drug - Pittsburgh, PA
  	
  
 
  	
  
5633   Baum Boulevard
  	
  
 
  	
  
Pittsburgh
  	
  
 
  	
  
PA
  	
   
 	
  
15206
  	
  
 
  	
  
Allegheny
  
	
  174
  	
   
 	
  
1
  	
  
 
  	
  
Fair   Lakes
  	
  
 
  	
  
12960   Fair Lakes Shopping Center
  	
  
 
  	
  
Fairfax
  	
  
 
  	
  
VA
  	
   
 	
  
22033
  	
  
 
  	
  
Fairfax
  
	
  
201
  	
   
 	
  
1
  	
  
 
  	
  
Smokey   Bones_Longhorn Steakhouse-SC
  	
  
 
  	
  
7250   North Rivers Avenue, Suites 100 and 400
  	
  
 
  	
  
North   Charleston
  	
  
 
  	
  
SC
  	
   
 	
  
29406
  	
  
 
  	
  
Charleston
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Cut-Off   Date
   Loan Balance
   ($)
  	
   
 	
  
Monthly   P&I
   Payments ($)
  	
   
 	
  
Grace
   Days
  	
   
 	
  
Mortgage
   Rate (%)
  	
   
 	
  
Number of   Units
  
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  
	
  8
  	
   
 	
  
1
  	
  
 
  	
  
Great   Wolf Resorts Pool
  	
  
 
  	
  
49,843,593.67
  	
  
 
  	
  
317,126.55
  	
  
 
  	
   
 	
  
 
  	
  
5.8350%
  	
  
 
  	
  
562
  
	
  8.1
  	
   
 	
   
 	
  
 
  	
  
Great   Wolf - Traverse City
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
281
  
	
  
8.2
  	
   
 	
   
 	
  
 
  	
  
Great   Wolf - Kansas City
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
281
  
	
  10
  	
   
 	
  
1
  	
  
 
  	
  
Hudson   Corporate Center
  	
  
 
  	
  
46,599,489.64
  	
  
 
  	
  
270,116.77
  	
  
 
  	
   
 	
  
 
  	
  
5.6490%
  	
  
 
  	
  
311,950
  
	
  
15
  	
   
 	
  
1
  	
  
 
  	
  
Comverse   Office Building
  	
  
 
  	
  
36,144,475.93
  	
  
 
  	
  
209,513.65
  	
  
 
  	
   
 	
  
 
  	
  
5.6490%
  	
  
 
  	
  
388,000
  
	
  17
  	
   
 	
  
1
  	
  
 
  	
  
Webb   at LBJ
  	
  
 
  	
  
34,352,187.88
  	
  
 
  	
  
199,124.54
  	
  
 
  	
   
 	
  
 
  	
  
5.6490%
  	
  
 
  	
  
365,449
  
	
  
29
  	
   
 	
  
1
  	
  
 
  	
  
Kohl’s   Plaza
  	
  
 
  	
  
24,297,237.52
  	
  
 
  	
  
142,236.81
  	
  
 
  	
   
 	
  
 
  	
  
5.7400%
  	
  
 
  	
  
182,875
  
	
  35
  	
   
 	
  
1
  	
  
 
  	
  
Creve   Coeur Pavilion Retail Center
  	
  
 
  	
  
22,500,000.00
  	
  
 
  	
  
124,943.55
  	
  
 
  	
   
 	
  
 
  	
  
5.3000%
  	
  
 
  	
  
93,351
  
	
  
36
  	
   
 	
  
2
  	
  
 
  	
  
The   Exchange at Auburn Apartments
  	
  
 
  	
  
22,500,000.00
  	
  
 
  	
  
126,625.47
  	
  
 
  	
   
 	
  
 
  	
  
5.4200%
  	
  
 
  	
  
246
  
	
  44
  	
   
 	
  
1
  	
  
 
  	
  
36   Northeast Second Street
  	
  
 
  	
  
18,171,809.51
  	
  
 
  	
  
105,334.00
  	
  
 
  	
   
 	
  
 
  	
  
5.6490%
  	
  
 
  	
  
162,140
  
	
  
45
  	
   
 	
  
1
  	
  
 
  	
  
6245   Leesburg Pike
  	
  
 
  	
  
17,000,000.00
  	
  
 
  	
  
95,354.14
  	
  
 
  	
   
 	
  
 
  	
  
5.3900%
  	
  
 
  	
  
96,502
  
	
  46
  	
   
 	
  
1
  	
  
 
  	
  
250   Summer Street
  	
  
 
  	
  
16,744,934.77
  	
  
 
  	
  
95,705.01
  	
  
 
  	
   
 	
  
 
  	
  
5.5300%
  	
  
 
  	
  
104,553
  
	
  
50
  	
   
 	
  
2
  	
  
 
  	
  
Baywater   Townhomes
  	
  
 
  	
  
16,000,000.00
  	
  
 
  	
  
88,154.50
  	
  
 
  	
   
 	
  
 
  	
  
5.2300%
  	
  
 
  	
  
138
  
	
  55
  	
   
 	
  
1
  	
  
 
  	
  
Spring   Meadow Shopping Center
  	
  
 
  	
  
13,344,831.00
  	
  
 
  	
  
79,137.64
  	
  
 
  	
   
 	
  
 
  	
  
5.8600%
  	
  
 
  	
  
67,400
  
	
  
61
  	
   
 	
  
2
  	
  
 
  	
  
Jefferson   Oaks Apartments
  	
  
 
  	
  
11,200,000.00
  	
  
 
  	
  
62,333.30
  	
  
 
  	
   
 	
  
 
  	
  
5.3200%
  	
  
 
  	
  
302
  
	
  62
  	
   
 	
  
1
  	
  
 
  	
  
Siemens   Building
  	
  
 
  	
  
11,152,014.61
  	
  
 
  	
  
64,643.33
  	
  
 
  	
   
 	
  
 
  	
  
5.6490%
  	
  
 
  	
  
125,538
  
	
  
83
  	
   
 	
  
1
  	
  
 
  	
  
Brea   Office Building
  	
  
 
  	
  
7,915,938.95
  	
  
 
  	
  
45,885.22
  	
  
 
  	
   
 	
  
 
  	
  
5.6490%
  	
  
 
  	
  
68,807
  
	
  85
  	
   
 	
  
1
  	
  
 
  	
  
Milestone   Crossing
  	
  
 
  	
  
7,861,201.47
  	
  
 
  	
  
47,077.29
  	
  
 
  	
  
5
  	
  
 
  	
  
5.8500%
  	
  
 
  	
  
56,832
  
	
  
102
  	
   
 	
  
1
  	
  
 
  	
  
Comp   USA - Braintree, MA
  	
  
 
  	
  
5,725,089.99
  	
  
 
  	
  
32,973.29
  	
  
 
  	
   
 	
  
 
  	
  
5.5900%
  	
  
 
  	
  
25,555
  
	
  146
  	
   
 	
  
1
  	
  
 
  	
  
CVS   at Foley, AL
  	
  
 
  	
  
3,833,352.41
  	
  
 
  	
  
22,102.04
  	
  
 
  	
   
 	
  
 
  	
  
5.6000%
  	
  
 
  	
  
10,908
  
	
  
159
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd   Drug - Pittsburgh, PA
  	
  
 
  	
  
3,380,086.51
  	
  
 
  	
  
21,802.45
  	
  
 
  	
   
 	
  
 
  	
  
5.9500%
  	
  
 
  	
  
10,908
  
	
  174
  	
   
 	
  
1
  	
  
 
  	
  
Fair   Lakes
  	
  
 
  	
  
2,990,258.94
  	
  
 
  	
  
17,184.55
  	
  
 
  	
   
 	
  
 
  	
  
5.5800%
  	
  
 
  	
  
6,000
  
	
  
201
  	
   
 	
  
1
  	
  
 
  	
  
Smokey   Bones_Longhorn Steakhouse-SC
  	
  
 
  	
  
2,389,622.26
  	
  
 
  	
  
13,777.90
  	
  
 
  	
   
 	
  
 
  	
  
5.6000%
  	
  
 
  	
  
12,194
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Unit of
   Measure
  	
   
 	
  
Original   Term
   to Maturity or
   ARD (Mos. )
  	
   
 	
  
Remaining
   Term to
   Maturity or
   ARD (Mos. )
  	
   
 	
  
Maturity   Date
   or ARD
  	
   
 	
  
Original
   Amort
   Term
   (Mos. )
  	
   
 	
  
Remaining
   Amort Term
   (Mos. )
  
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  
	
  8
  	
  
 
  	
  
1
  	
  
 
  	
  
Great   Wolf Resorts Pool
  	
  
 
  	
  
Rooms
  	
  
 
  	
  
120
  	
   
 	
  
118
  	
   
 	
  
01/11/15
  	
   
 	
  
300
  	
   
 	
  
298
  
	
  8.1
  	
  
 
  	
   
 	
  
 
  	
  
Great   Wolf - Traverse City
  	
  
 
  	
  
Rooms
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
8.2
  	
  
 
  	
   
 	
  
 
  	
  
Great   Wolf - Kansas City
  	
  
 
  	
  
Rooms
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  10
  	
  
 
  	
  
1
  	
  
 
  	
  
Hudson   Corporate Center
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
356
  
	
  
15
  	
  
 
  	
  
1
  	
  
 
  	
  
Comverse   Office Building
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
356
  
	
  17
  	
  
 
  	
  
1
  	
  
 
  	
  
Webb   at LBJ
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
356
  
	
  
29
  	
  
 
  	
  
1
  	
  
 
  	
  
Kohl’s   Plaza
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
356
  
	
  35
  	
  
 
  	
  
1
  	
  
 
  	
  
Creve   Coeur Pavilion Retail Center
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
360
  
	
  
36
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Exchange at Auburn Apartments
  	
  
 
  	
  
Units
  	
  
 
  	
  
84
  	
   
 	
  
82
  	
   
 	
  
01/11/12
  	
   
 	
  
360
  	
   
 	
  
360
  
	
  44
  	
  
 
  	
  
1
  	
  
 
  	
  
36   Northeast Second Street
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
356
  
	
  
45
  	
  
 
  	
  
1
  	
  
 
  	
  
6245   Leesburg Pike
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
119
  	
   
 	
  
02/11/15
  	
   
 	
  
360
  	
   
 	
  
360
  
	
  46
  	
  
 
  	
  
1
  	
  
 
  	
  
250   Summer Street
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
96
  	
   
 	
  
93
  	
   
 	
  
12/11/12
  	
   
 	
  
360
  	
   
 	
  
357
  
	
  
50
  	
  
 
  	
  
2
  	
  
 
  	
  
Baywater   Townhomes
  	
  
 
  	
  
Units
  	
  
 
  	
  
120
  	
   
 	
  
115
  	
   
 	
  
10/11/14
  	
   
 	
  
360
  	
   
 	
  
360
  
	
  55
  	
  
 
  	
  
1
  	
  
 
  	
  
Spring   Meadow Shopping Center
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
356
  
	
  
61
  	
  
 
  	
  
2
  	
  
 
  	
  
Jefferson   Oaks Apartments
  	
  
 
  	
  
Units
  	
  
 
  	
  
120
  	
   
 	
  
110
  	
   
 	
  
05/11/14
  	
   
 	
  
360
  	
   
 	
  
360
  
	
  62
  	
  
 
  	
  
1
  	
  
 
  	
  
Siemens   Building
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
356
  
	
  
83
  	
  
 
  	
  
1
  	
  
 
  	
  
Brea   Office Building
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
356
  
	
  85
  	
  
 
  	
  
1
  	
  
 
  	
  
Milestone   Crossing
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
105
  	
   
 	
  
12/01/13
  	
   
 	
  
360
  	
   
 	
  
345
  
	
  
102
  	
  
 
  	
  
1
  	
  
 
  	
  
Comp   USA - Braintree, MA
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
356
  
	
  146
  	
  
 
  	
  
1
  	
  
 
  	
  
CVS   at Foley, AL
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
356
  
	
  
159
  	
  
 
  	
  
1
  	
  
 
  	
  
Eckerd   Drug - Pittsburgh, PA
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
300
  	
   
 	
  
296
  
	
  174
  	
  
 
  	
  
1
  	
  
 
  	
  
Fair   Lakes
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
117
  	
   
 	
  
12/11/14
  	
   
 	
  
360
  	
   
 	
  
357
  
	
  
201
  	
  
 
  	
  
1
  	
  
 
  	
  
Smokey   Bones_Longhorn Steakhouse-SC
  	
  
 
  	
  
Sq. Ft.
  	
  
 
  	
  
120
  	
   
 	
  
116
  	
   
 	
  
11/11/14
  	
   
 	
  
360
  	
   
 	
  
356
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Ground
   Lease
  	
   
 	
  
Master   Servicing
   Fee Rate
  	
   
 	
  
ARD Loans
  	
   
 	
  
Anticipated
   Repayment Date
  
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  
	
  8
  	
   
 	
  
1
  	
  
 
  	
  
Great   Wolf Resorts Pool
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  8.1
  	
   
 	
   
 	
  
 
  	
  
Great   Wolf - Traverse City
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
8.2
  	
   
 	
   
 	
  
 
  	
  
Great   Wolf - Kansas City
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  10
  	
   
 	
  
1
  	
  
 
  	
  
Hudson   Corporate Center
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  
15
  	
   
 	
  
1
  	
  
 
  	
  
Comverse   Office Building
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  17
  	
   
 	
  
1
  	
  
 
  	
  
Webb   at LBJ
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  
29
  	
   
 	
  
1
  	
  
 
  	
  
Kohl’s   Plaza
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  35
  	
   
 	
  
1
  	
  
 
  	
  
Creve   Coeur Pavilion Retail Center
  	
  
 
  	
  
Fee
  	
   
 	
  
0.06000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  
36
  	
   
 	
  
2
  	
  
 
  	
  
The   Exchange at Auburn Apartments
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  44
  	
   
 	
  
1
  	
  
 
  	
  
36   Northeast Second Street
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  
45
  	
   
 	
  
1
  	
  
 
  	
  
6245   Leesburg Pike
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  46
  	
   
 	
  
1
  	
  
 
  	
  
250   Summer Street
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
Y
  	
   
 	
  
12/11/12
  
	
  
50
  	
   
 	
  
2
  	
  
 
  	
  
Baywater   Townhomes
  	
  
 
  	
  
Fee
  	
   
 	
  
0.09000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  55
  	
   
 	
  
1
  	
  
 
  	
  
Spring   Meadow Shopping Center
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  
61
  	
   
 	
  
2
  	
  
 
  	
  
Jefferson   Oaks Apartments
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  62
  	
   
 	
  
1
  	
  
 
  	
  
Siemens   Building
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  
83
  	
   
 	
  
1
  	
  
 
  	
  
Brea   Office Building
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  85
  	
   
 	
  
1
  	
  
 
  	
  
Milestone   Crossing
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  
102
  	
   
 	
  
1
  	
  
 
  	
  
Comp   USA - Braintree, MA
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  146
  	
   
 	
  
1
  	
  
 
  	
  
CVS   at Foley, AL
  	
  
 
  	
  
Fee
  	
   
 	
  
0.07000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  
159
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd   Drug - Pittsburgh, PA
  	
  
 
  	
  
Fee
  	
   
 	
  
0.10000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  174
  	
   
 	
  
1
  	
  
 
  	
  
Fair   Lakes
  	
  
 
  	
  
Fee
  	
   
 	
  
0.04000%
  	
   
 	
  
N
  	
   
 	
   
 
	
  
201
  	
   
 	
  
1
  	
  
 
  	
  
Smokey   Bones_Longhorn Steakhouse-SC
  	
  
 
  	
  
Fee
  	
   
 	
  
0.07000%
  	
   
 	
  
N
  	
   
 	
   
 





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Additional   Interest Rate
  	
   
 	
  
Loan   Originator
  	
   
 	
  
Environmental
   Insurance
  
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  
	
  8
  	
  
 
  	
  
1
  	
  
 
  	
  
Great   Wolf Resorts Pool
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  
	
  
8.1
  	
  
 
  	
   
 	
  
 
  	
  
Great   Wolf - Traverse City
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 
	
  8.2
  	
  
 
  	
   
 	
  
 
  	
  
Great   Wolf - Kansas City
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 
	
  
10
  	
  
 
  	
  
1
  	
  
 
  	
  
Hudson   Corporate Center
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
Y
  
	
  15
  	
  
 
  	
  
1
  	
  
 
  	
  
Comverse   Office Building
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
Y
  
	
  
17
  	
  
 
  	
  
1
  	
  
 
  	
  
Webb   at LBJ
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
Y
  
	
  29
  	
  
 
  	
  
1
  	
  
 
  	
  
Kohl’s   Plaza
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  
	
  
35
  	
  
 
  	
  
1
  	
  
 
  	
  
Creve   Coeur Pavilion Retail Center
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  
	
  36
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Exchange at Auburn Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  
	
  
44
  	
  
 
  	
  
1
  	
  
 
  	
  
36   Northeast Second Street
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
Y
  
	
  45
  	
  
 
  	
  
1
  	
  
 
  	
  
6245   Leesburg Pike
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  
	
  
46
  	
   
 	
  
1
  	
  
 
  	
  
250   Summer Street
  	
  
 
  	
  
Greater of initial interest rate plus 7.53 or   TCMYI plus 7.53%
  	
  
 
  	
  
Citigroup
  	
  
 
  	
  
Y
  
	
  50
  	
  
 
  	
  
2
  	
  
 
  	
  
Baywater   Townhomes
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  
	
  
55
  	
  
 
  	
  
1
  	
  
 
  	
  
Spring   Meadow Shopping Center
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  
	
  61
  	
  
 
  	
  
2
  	
  
 
  	
  
Jefferson   Oaks Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
Y
  
	
  
62
  	
  
 
  	
  
1
  	
  
 
  	
  
Siemens   Building
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
Y
  
	
  83
  	
  
 
  	
  
1
  	
  
 
  	
  
Brea   Office Building
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
Y
  
	
  
85
  	
  
 
  	
  
1
  	
  
 
  	
  
Milestone   Crossing
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  
	
  102
  	
  
 
  	
  
1
  	
  
 
  	
  
Comp   USA - Braintree, MA
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  
	
  
146
  	
  
 
  	
  
1
  	
  
 
  	
  
CVS   at Foley, AL
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  
	
  159
  	
  
 
  	
  
1
  	
  
 
  	
  
Eckerd   Drug - Pittsburgh, PA
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  
	
  
174
  	
  
 
  	
  
1
  	
  
 
  	
  
Fair   Lakes
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  
	
  201
  	
  
 
  	
  
1
  	
  
 
  	
  
Smokey   Bones_Longhorn Steakhouse-SC
  	
  
 
  	
   
 	
  
 
  	
  
Citigroup
  	
  
 
  	
  
N
  




	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Cross   Collateralized and Cross Defaulted Loan Flag
  	
   
 	
  
Defeasance   Loan
  
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  
	
  8
  	
  
 
  	
  
1
  	
  
 
  	
  
Great   Wolf Resorts Pool
  	
  
 
  	
   
 	
  
 
  	
  
Y
  
	
  
8.1
  	
  
 
  	
   
 	
  
 
  	
  
Great   Wolf - Traverse City
  	
  
 
  	
   
 	
  
 
  	
   
 
	
  8.2
  	
  
 
  	
   
 	
  
 
  	
  
Great   Wolf - Kansas City
  	
  
 
  	
   
 	
  
 
  	
   
 
	
  
10
  	
  
 
  	
  
1
  	
  
 
  	
  
Hudson   Corporate Center
  	
  
 
  	
  
Digital Realty Trust Portfolio
  	
  
 
  	
  
Y
  
	
  
15
  	
  
 
  	
  
1
  	
  
 
  	
  
Comverse   Office Building
  	
  
 
  	
  
Digital Realty Trust Portfolio
  	
  
 
  	
  
Y
  
	
  17
  	
  
 
  	
  
1
  	
  
 
  	
  
Webb   at LBJ
  	
  
 
  	
  
Digital Realty Trust Portfolio
  	
  
 
  	
  
Y
  
	
  
29
  	
  
 
  	
  
1
  	
  
 
  	
  
Kohl’s   Plaza
  	
  
 
  	
   
 	
  
 
  	
  
Y
  
	
  
35
  	
  
 
  	
  
1
  	
  
 
  	
  
Creve   Coeur Pavilion Retail Center
  	
  
 
  	
   
 	
  
 
  	
  
Y
  
	
  36
  	
  
 
  	
  
2
  	
  
 
  	
  
The   Exchange at Auburn Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Y
  
	
  
44
  	
  
 
  	
  
1
  	
  
 
  	
  
36   Northeast Second Street
  	
  
 
  	
  
Digital Realty Trust Portfolio
  	
  
 
  	
  
Y
  
	
  
45
  	
  
 
  	
  
1
  	
  
 
  	
  
6245   Leesburg Pike
  	
  
 
  	
   
 	
  
 
  	
  
Y
  
	
  46
  	
  
 
  	
  
1
  	
  
 
  	
  
250   Summer Street
  	
  
 
  	
   
 	
  
 
  	
  
Y
  
	
  
50
  	
  
 
  	
  
2
  	
  
 
  	
  
Baywater   Townhomes
  	
  
 
  	
   
 	
  
 
  	
  
Y
  
	
  
55
  	
  
 
  	
  
1
  	
  
 
  	
  
Spring   Meadow Shopping Center
  	
  
 
  	
   
 	
  
 
  	
  
Y
  
	
  61
  	
  
 
  	
  
2
  	
  
 
  	
  
Jefferson   Oaks Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Y
  
	
  
62
  	
  
 
  	
  
1
  	
  
 
  	
  
Siemens   Building
  	
  
 
  	
  
Digital Realty Trust Portfolio
  	
  
 
  	
  
Y
  
	
  
83
  	
  
 
  	
  
1
  	
  
 
  	
  
Brea   Office Building
  	
  
 
  	
  
Digital Realty Trust Portfolio
  	
  
 
  	
  
Y
  
	
  85
  	
  
 
  	
  
1
  	
  
 
  	
  
Milestone   Crossing
  	
  
 
  	
   
 	
  
 
  	
  
Y
  
	
  
102
  	
  
 
  	
  
1
  	
  
 
  	
  
Comp   USA - Braintree, MA
  	
  
 
  	
   
 	
  
 
  	
  
N
  
	
  
146
  	
  
 
  	
  
1
  	
  
 
  	
  
CVS   at Foley, AL
  	
  
 
  	
  
Regency Portfolio
  	
  
 
  	
  
Y
  
	
  159
  	
  
 
  	
  
1
  	
  
 
  	
  
Eckerd   Drug - Pittsburgh, PA
  	
  
 
  	
   
 	
  
 
  	
  
Y
  
	
  
174
  	
  
 
  	
  
1
  	
  
 
  	
  
Fair   Lakes
  	
  
 
  	
   
 	
  
 
  	
  
Y
  
	
  
201
  	
  
 
  	
  
1
  	
  
 
  	
  
Smokey   Bones_Longhorn Steakhouse-SC
  	
  
 
  	
  
Regency Portfolio
  	
  
 
  	
  
Y
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Early   Defeasance
  	
   
 	
  
Secured by   LC
  	
   
 	
  
Interest   Accrual
   Method
  	
   
 	
  
Lockbox
  
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  
	
  8
  	
   
 	
  
1
  	
  
 
  	
  
Great   Wolf Resorts Pool
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day 1
  
	
  8.1
  	
   
 	
   
 	
  
 
  	
  
Great   Wolf - Traverse City
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
8.2
  	
   
 	
   
 	
  
 
  	
  
Great   Wolf - Kansas City
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  10
  	
   
 	
  
1
  	
  
 
  	
  
Hudson   Corporate Center
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day 1
  
	
  
15
  	
   
 	
  
1
  	
  
 
  	
  
Comverse   Office Building
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day 1
  
	
  17
  	
   
 	
  
1
  	
  
 
  	
  
Webb   at LBJ
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day 1
  
	
  
29
  	
   
 	
  
1
  	
  
 
  	
  
Kohl’s   Plaza
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
   
 
	
  35
  	
   
 	
  
1
  	
  
 
  	
  
Creve   Coeur Pavilion Retail Center
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
   
 
	
  
36
  	
   
 	
  
2
  	
  
 
  	
  
The   Exchange at Auburn Apartments
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day 1
  
	
  44
  	
   
 	
  
1
  	
  
 
  	
  
36   Northeast Second Street
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day 1
  
	
  
45
  	
   
 	
  
1
  	
  
 
  	
  
6245   Leesburg Pike
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day 1
  
	
  46
  	
   
 	
  
1
  	
  
 
  	
  
250   Summer Street
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Springing
  
	
  
50
  	
   
 	
  
2
  	
  
 
  	
  
Baywater   Townhomes
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
   
 
	
  55
  	
   
 	
  
1
  	
  
 
  	
  
Spring   Meadow Shopping Center
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
   
 
	
  
61
  	
   
 	
  
2
  	
  
 
  	
  
Jefferson   Oaks Apartments
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
   
 
	
  62
  	
   
 	
  
1
  	
  
 
  	
  
Siemens   Building
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day 1
  
	
  
83
  	
   
 	
  
1
  	
  
 
  	
  
Brea   Office Building
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Day 1
  
	
  85
  	
   
 	
  
1
  	
  
 
  	
  
Milestone   Crossing
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
   
 
	
  
102
  	
   
 	
  
1
  	
  
 
  	
  
Comp   USA - Braintree, MA
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
   
 
	
  146
  	
   
 	
  
1
  	
  
 
  	
  
CVS   at Foley, AL
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
   
 
	
  
159
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd   Drug - Pittsburgh, PA
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
   
 
	
  174
  	
   
 	
  
1
  	
  
 
  	
  
Fair   Lakes
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
   
 
	
  
201
  	
   
 	
  
1
  	
  
 
  	
  
Smokey   Bones_Longhorn Steakhouse-SC
  	
  
 
  	
  
N
  	
   
 	
  
N
  	
   
 	
  
Actual/360
  	
   
 	
  
Springing
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property   Name
  	
   
 	
  
Annual   Deposit to
   Replacement
   Reserve
  	
   
 	
  
Initial   Deposit to
   Capital
   Improvements
   Reserve
  	
   
 	
  
Initial   TI/LC
   Escrow
  	
   
 	
  
Ongoing
   TI/LC
   Footnote
  
	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  	
   
 	
  



  
	
  8
  	
   
 	
  
1
  	
  
 
  	
  
Great   Wolf Resorts Pool
  	
  
 
  	
  
62,350
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  8.1
  	
   
 	
   
 	
  
 
  	
  
Great   Wolf - Traverse City
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
8.2
  	
   
 	
   
 	
  
 
  	
  
Great   Wolf - Kansas City
  	
  
 
  	
  
62,350
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  10
  	
   
 	
  
1
  	
  
 
  	
  
Hudson   Corporate Center
  	
  
 
  	
  
77,988
  	
   
 	
  
5,625
  	
   
 	
  
41,869
  	
   
 	
  
(1)
  
	
  
15
  	
   
 	
  
1
  	
  
 
  	
  
Comverse   Office Building
  	
  
 
  	
  
97,000
  	
   
 	
   
 	
   
 	
  
52,246
  	
   
 	
  
(1)
  
	
  17
  	
   
 	
  
1
  	
  
 
  	
  
Webb   at LBJ
  	
  
 
  	
  
90,364
  	
   
 	
  
46,250
  	
   
 	
  
1,310,479
  	
   
 	
  
(1)
  
	
  
29
  	
   
 	
  
1
  	
  
 
  	
  
Kohl’s   Plaza
  	
  
 
  	
  
26,255
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  35
  	
   
 	
  
1
  	
  
 
  	
  
Creve   Coeur Pavilion Retail Center
  	
  
 
  	
  
9,351
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
36
  	
   
 	
  
2
  	
  
 
  	
  
The   Exchange at Auburn Apartments
  	
  
 
  	
  
113,400
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  44
  	
   
 	
  
1
  	
  
 
  	
  
36   Northeast Second Street
  	
  
 
  	
  
40,535
  	
   
 	
  
2,500
  	
   
 	
  
24,103
  	
   
 	
  
(1)
  
	
  
45
  	
   
 	
  
1
  	
  
 
  	
  
6245   Leesburg Pike
  	
  
 
  	
  
13,510
  	
   
 	
   
 	
   
 	
  
500,000
  	
   
 	
   
 
	
  46
  	
   
 	
  
1
  	
  
 
  	
  
250   Summer Street
  	
  
 
  	
  
32,460
  	
   
 	
  
22,125
  	
   
 	
   
 	
   
 	
  
(1)
  
	
  
50
  	
   
 	
  
2
  	
  
 
  	
  
Baywater   Townhomes
  	
  
 
  	
  
34,500
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  55
  	
   
 	
  
1
  	
  
 
  	
  
Spring   Meadow Shopping Center
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
61
  	
   
 	
  
2
  	
  
 
  	
  
Jefferson   Oaks Apartments
  	
  
 
  	
  
76,608
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  62
  	
   
 	
  
1
  	
  
 
  	
  
Siemens   Building
  	
  
 
  	
  
31,385
  	
   
 	
   
 	
   
 	
  
14,617
  	
   
 	
  
(1)
  
	
  
83
  	
   
 	
  
1
  	
  
 
  	
  
Brea   Office Building
  	
  
 
  	
  
17,202
  	
   
 	
  
625
  	
   
 	
  
406,999
  	
   
 	
  
(1)
  
	
  85
  	
   
 	
  
1
  	
  
 
  	
  
Milestone   Crossing
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
102
  	
   
 	
  
1
  	
  
 
  	
  
Comp   USA - Braintree, MA
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
  
100,000
  	
   
 	
   
 
	
  146
  	
   
 	
  
1
  	
  
 
  	
  
CVS   at Foley, AL
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
159
  	
   
 	
  
1
  	
  
 
  	
  
Eckerd   Drug - Pittsburgh, PA
  	
  
 
  	
  
2,945
  	
   
 	
  
15,625
  	
   
 	
   
 	
   
 	
   
 
	
  174
  	
   
 	
  
1
  	
  
 
  	
  
Fair   Lakes
  	
  
 
  	
  
600
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 
	
  
201
  	
   
 	
  
1
  	
  
 
  	
  
Smokey   Bones_Longhorn Steakhouse-SC
  	
  
 
  	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 





	
  


  
	
  (1) In   addition to any such escrows funded at loan closing for potential TI/LC,   these Mortgage Loans require funds to be escrowed during some or all of the   loan term for TI/LC expenses, which may be incurred during the loan   term.  In certain instances, escrowed   funds may be released to the borrower upon satisfaction of certain leasing   conditions.
  








	
  
Mortgage
Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Address
  	
   
 	
  
City
  	
   
 	
  
State
  	
   
 	
  
Zip Code
  	
   
 	
  
County
  	
   
 
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 
	
  48
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza
  	
  
 
  	
  
601 West 5th Avenue
  	
  
 
  	
  
Spokane
  	
  
 
  	
  
WA
  	
  
 
  	
  
99204
  	
  
 
  	
  
Spokane
  	
  
 
  
	
  49
  	
  
 
  	
  
1
  	
  
 
  	
  
The Airport Square Shopping   Center
  	
  
 
  	
  
5201-5315 Airport Highway
  	
  
 
  	
  
Toledo
  	
  
 
  	
  
OH
  	
  
 
  	
  
43615
  	
  
 
  	
  
Lucas
  	
  
 
  
	
  
56
  	
  
 
  	
  
1
  	
  
 
  	
  
EZ Storage Pico(1)(2)
  	
  
 
  	
  
11470 Tennessee Avenue
  	
  
 
  	
  
Los Angeles
  	
  
 
  	
  
CA
  	
  
 
  	
  
90064
  	
  
 
  	
  
Los Angeles
  	
  
 
  
	
  57
  	
  
 
  	
  
2
  	
  
 
  	
  
Heritage at Riverstone(2)
  	
  
 
  	
  
101 Heritage Drive
  	
  
 
  	
  
Canton
  	
  
 
  	
  
GA
  	
  
 
  	
  
30114
  	
  
 
  	
  
Cherokee
  	
  
 
  
	
  
67
  	
  
 
  	
  
2
  	
  
 
  	
  
Greenwich Green Apartments
  	
  
 
  	
  
3515 SW 39th Boulevard
  	
  
 
  	
  
Gainesville
  	
  
 
  	
  
FL
  	
  
 
  	
  
32608
  	
  
 
  	
  
Alachua
  	
  
 
  
	
  73
  	
  
 
  	
  
1
  	
  
 
  	
  
Harbormaster Office &   Marina
  	
  
 
  	
  
1800, 1818, and 1836   Westlake Avenue North
  	
  
 
  	
  
Seattle
  	
  
 
  	
  
WA
  	
  
 
  	
  
98109
  	
  
 
  	
  
King
  	
  
 
  
	
  
76
  	
  
 
  	
  
1
  	
  
 
  	
  
Shopko Plaza
  	
  
 
  	
  
2323 and 2411 West Pioneer   Parkway
  	
  
 
  	
  
Peoria
  	
  
 
  	
  
IL
  	
  
 
  	
  
61615
  	
  
 
  	
  
Peoria
  	
  
 
  
	
  78
  	
  
 
  	
  
1
  	
  
 
  	
  
Clayton Town Center
  	
  
 
  	
  
813, 853, 865, 877 and 901   Town Centre Boulevard 12809, 12813, 12817 and 12977 US Highway 70 West
  	
  
 
  	
  
Clayton
  	
  
 
  	
  
NC
  	
  
 
  	
  
27520
  	
  
 
  	
  
Johnston
  	
  
 
  
	
  
81
  	
  
 
  	
  
1
  	
  
 
  	
  
Independence Square(2)
  	
  
 
  	
  
3100 Independence Parkway
  	
  
 
  	
  
Plano
  	
  
 
  	
  
TX
  	
  
 
  	
  
75075
  	
  
 
  	
  
Collin
  	
  
 
  
	
  87
  	
  
 
  	
  
1
  	
  
 
  	
  
Three Points Plaza
  	
  
 
  	
  
2700 Pecan Street West
  	
  
 
  	
  
Pflugerville
  	
  
 
  	
  
TX
  	
  
 
  	
  
78660
  	
  
 
  	
  
Travis
  	
  
 
  
	
  
88
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Austin,   TX
  	
  
 
  	
  
11617 Research Boulevard
  	
  
 
  	
  
Austin
  	
  
 
  	
  
TX
  	
  
 
  	
  
78759
  	
  
 
  	
  
Travis
  	
  
 
  
	
  91
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   College Station, TX
  	
  
 
  	
  
3939 State Highway 6 South
  	
  
 
  	
  
College Station
  	
  
 
  	
  
TX
  	
  
 
  	
  
77845
  	
  
 
  	
  
Brazos
  	
  
 
  
	
  
104
  	
  
 
  	
  
1
  	
  
 
  	
  
Lee Highway Retail
  	
  
 
  	
  
8424-8446 Lee Highway
  	
  
 
  	
  
Merrifield
  	
  
 
  	
  
VA
  	
  
 
  	
  
22031
  	
  
 
  	
  
Fairfax
  	
  
 
  
	
  106
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza (Garage)
  	
  
 
  	
  
601 West 5th Avenue
  	
  
 
  	
  
Spokane
  	
  
 
  	
  
WA
  	
  
 
  	
  
99204
  	
  
 
  	
  
Spokane
  	
  
 
  
	
  
117
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Rio   Rancho, NM
  	
  
 
  	
  
1771 Rio Rancho Boulevard
  	
  
 
  	
  
Rio Rancho
  	
  
 
  	
  
NM
  	
  
 
  	
  
87124
  	
  
 
  	
  
Sandoval
  	
  
 
  
	
  119
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   Nashville, TN
  	
  
 
  	
  
125 Music City Circle
  	
  
 
  	
  
Nashville
  	
  
 
  	
  
TN
  	
  
 
  	
  
37214
  	
  
 
  	
  
Davidson
  	
  
 
  
	
  
120
  	
  
 
  	
  
1
  	
  
 
  	
  
Glen Office Building I
  	
  
 
  	
  
4310 and 4320 Prince   William Parkway
  	
  
 
  	
  
Woodbridge
  	
  
 
  	
  
VA
  	
  
 
  	
  
22191
  	
  
 
  	
  
Prince William
  	
  
 
  
	
  121
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens-Cincinnati, OH
  	
  
 
  	
  
3186 Harrison Avenue
  	
  
 
  	
  
Cincinnati
  	
  
 
  	
  
OH
  	
  
 
  	
  
45211
  	
  
 
  	
  
Hamilton
  	
  
 
  
	
  
125
  	
  
 
  	
  
1
  	
  
 
  	
  
Oglesby Square
  	
  
 
  	
  
2101, 2107, 2115, 2117   & 2121 Eisenhower Parkway
  	
  
 
  	
  
Macon
  	
  
 
  	
  
GA
  	
  
 
  	
  
31206
  	
  
 
  	
  
Bibb
  	
  
 
  
	
  129
  	
  
 
  	
  
1
  	
  
 
  	
  
Four Corners Self Storage
  	
  
 
  	
  
24215 SE 271st Place
  	
  
 
  	
  
Maple Valley
  	
  
 
  	
  
WA
  	
  
 
  	
  
98038
  	
  
 
  	
  
King
  	
  
 
  
	
  
138
  	
  
 
  	
  
2
  	
  
 
  	
  
Windsor Oaks Apartments
  	
  
 
  	
  
1520-1560 Highway 23 East
  	
  
 
  	
  
St. Cloud
  	
  
 
  	
  
MN
  	
  
 
  	
  
56304
  	
  
 
  	
  
Benton
  	
  
 
  
	
  139
  	
  
 
  	
  
1
  	
  
 
  	
  
Suburban Lodge-D’Iberville,   MS
  	
  
 
  	
  
10221 Rodriquez Street
  	
  
 
  	
  
D’Iberville
  	
  
 
  	
  
MS
  	
  
 
  	
  
39532
  	
  
 
  	
  
Harrison
  	
  
 
  
	
  
142
  	
  
 
  	
  
1
  	
  
 
  	
  
4 Ground Leased Parcels -   Cranberry, PA
  	
  
 
  	
  
1678, 1700, 1708, &   1716 Route 228
  	
  
 
  	
  
Cranberry
  	
  
 
  	
  
PA
  	
  
 
  	
  
16066
  	
  
 
  	
  
Butler
  	
  
 
  
	
  148
  	
  
 
  	
  
1
  	
  
 
  	
  
Horizon Center (Pad Leases)
  	
  
 
  	
  
3605 Horizon Boulevard
  	
  
 
  	
  
Trevose
  	
  
 
  	
  
PA
  	
  
 
  	
  
19053
  	
  
 
  	
  
Bucks
  	
  
 
  
	
  
165
  	
  
 
  	
  
2
  	
  
 
  	
  
Summit Court Apartments
  	
  
 
  	
  
1001 Summit Avenue North
  	
  
 
  	
  
Sauk Rapids
  	
  
 
  	
  
MN
  	
  
 
  	
  
56379
  	
  
 
  	
  
Benton
  	
  
 
  
	
  166
  	
  
 
  	
  
1
  	
  
 
  	
  
Beaumont Self Storage(2)
  	
  
 
  	
  
190 E. First Street
  	
  
 
  	
  
Beaumont
  	
  
 
  	
  
CA
  	
  
 
  	
  
92223
  	
  
 
  	
  
Riverside
  	
  
 
  
	
  
168
  	
  
 
  	
  
1
  	
  
 
  	
  
SPS Companies Building
  	
  
 
  	
  
6363 Highway 7
  	
  
 
  	
  
St. Louis Park
  	
  
 
  	
  
MN
  	
  
 
  	
  
55416
  	
  
 
  	
  
Hennepin
  	
  
 
  
	
  169
  	
  
 
  	
  
1
  	
  
 
  	
  
Griego Medical Building
  	
  
 
  	
  
2701 South Hampton Road
  	
  
 
  	
  
Dallas
  	
  
 
  	
  
TX
  	
  
 
  	
  
75224
  	
  
 
  	
  
Dallas
  	
  
 
  
	
  
172
  	
  
 
  	
  
1
  	
  
 
  	
  
The Clarion Inn of Sun   Valley
  	
  
 
  	
  
600 North Main Street
  	
  
 
  	
  
Ketchum
  	
  
 
  	
  
ID
  	
  
 
  	
  
83340
  	
  
 
  	
  
Blaine
  	
  
 
  
	
  173
  	
  
 
  	
  
1
  	
  
 
  	
  
El Porton Shopping Center
  	
  
 
  	
  
1920 Eldorado Parkway
  	
  
 
  	
  
McKinney
  	
  
 
  	
  
TX
  	
  
 
  	
  
75069
  	
  
 
  	
  
Collin
  	
  
 
  
	
  
181
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Lebanon, IN
  	
  
 
  	
  
1130 North Lebanon Street
  	
  
 
  	
  
Lebanon
  	
  
 
  	
  
IN
  	
  
 
  	
  
46052
  	
  
 
  	
  
Boone
  	
  
 
  
	
  183
  	
  
 
  	
  
1
  	
  
 
  	
  
Gage Retail
  	
  
 
  	
  
1408 North Louisiana Street
  	
  
 
  	
  
Kennewick
  	
  
 
  	
  
WA
  	
  
 
  	
  
99336
  	
  
 
  	
  
Benton
  	
  
 
  
	
  
185
  	
  
 
  	
  
1
  	
  
 
  	
  
Premier Professional Center
  	
  
 
  	
  
15812 E Indiana Avenue
  	
  
 
  	
  
Spokane Valley
  	
  
 
  	
  
WA
  	
  
 
  	
  
99216
  	
  
 
  	
  
Spokane
  	
  
 
  
	
  192
  	
  
 
  	
  
1
  	
  
 
  	
  
490 Huyler Street
  	
  
 
  	
  
490 Huyler Street
  	
  
 
  	
  
South Hackensack
  	
  
 
  	
  
NJ
  	
  
 
  	
  
07606
  	
  
 
  	
  
Bergen
  	
  
 
  
	
  
194
  	
  
 
  	
  
1
  	
  
 
  	
  
Richmond Commons
  	
  
 
  	
  
3771-3791 National Road   East
  	
  
 
  	
  
Richmond
  	
  
 
  	
  
IN
  	
  
 
  	
  
47374
  	
  
 
  	
  
Wayne
  	
  
 
  
	
  208
  	
  
 
  	
  
1
  	
  
 
  	
  
1385 Enterprise Drive
  	
  
 
  	
  
1385 Enterprise Drive
  	
  
 
  	
  
West Chester
  	
  
 
  	
  
PA
  	
  
 
  	
  
19380
  	
  
 
  	
  
Chester
  	
  
 
  
	
  
211
  	
  
 
  	
  
2
  	
  
 
  	
  
Williams Court Townhomes
  	
  
 
  	
  
2700-2744 Ruddell Road SE
  	
  
 
  	
  
Lacey
  	
  
 
  	
  
WA
  	
  
 
  	
  
98503
  	
  
 
  	
  
Thurston
  	
  
 
  
	
  213
  	
  
 
  	
  
1
  	
  
 
  	
  
CVS - Barnesville, GA
  	
  
 
  	
  
622 Rose Avenue
  	
  
 
  	
  
Barnesville
  	
  
 
  	
  
GA
  	
  
 
  	
  
30204
  	
  
 
  	
  
Lamar
  	
  
 
  
	
  
214
  	
  
 
  	
  
1
  	
  
 
  	
  
DHL & Airborne Express
  	
  
 
  	
  
6788 and 6800 Northern   Boulevard
  	
  
 
  	
  
East Syracuse
  	
  
 
  	
  
NY
  	
  
 
  	
  
13057
  	
  
 
  	
  
Onondaga
  	
  
 
  
	
  222
  	
  
 
  	
  
1
  	
  
 
  	
  
Camp Bowie Shopping Center
  	
  
 
  	
  
5104-5136 Camp Bowie   Boulevard
  	
  
 
  	
  
Fort Worth
  	
  
 
  	
  
TX
  	
  
 
  	
  
76107
  	
  
 
  	
  
Tarrant
  	
  
 
  





	
  Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Cut-Off Date
   Loan Balance ($)
  	
  
 
  	
  
Monthly P&I
   Payments ($)
  	
  
 
  	
  
Grace
   Days
  	
  
 
  	
  
Mortgage Rate
   (%)
  	
  
 
  	
  
Number of
   Units
  	
  
 
  
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  
	
  48
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza
  	
   
 	
  
16,100,000.00
  	
  
 
  	
  
92,325.22
  	
  
 
  	
   
 	
  
 
  	
  
5.5900%
  	
  
 
  	
  
94,552
  	
  
 
  
	
  
49
  	
  
 
  	
  
1
  	
  
 
  	
  
The Airport Square Shopping   Center
  	
   
 	
  
16,000,000.00
  	
  
 
  	
  
89,545.53
  	
  
 
  	
   
 	
  
 
  	
  
5.3700%
  	
  
 
  	
  
187,476
  	
  
 
  
	
  56
  	
  
 
  	
  
1
  	
  
 
  	
  
EZ Storage Pico(1)(2)
  	
   
 	
  
13,000,000.00
  	
  
 
  	
  
75,287.37
  	
  
 
  	
   
 	
  
 
  	
  
5.6800%
  	
  
 
  	
  
46,670
  	
  
 
  
	
  
57
  	
  
 
  	
  
2
  	
  
 
  	
  
Heritage at Riverstone(2)
  	
   
 	
  
13,000,000.00
  	
  
 
  	
  
73,405.27
  	
  
 
  	
   
 	
  
 
  	
  
5.4500%
  	
  
 
  	
  
240
  	
  
 
  
	
  67
  	
  
 
  	
  
2
  	
  
 
  	
  
Greenwich Green Apartments
  	
   
 	
  
10,235,413.99
  	
  
 
  	
  
57,237.40
  	
  
 
  	
   
 	
  
 
  	
  
5.3500%
  	
  
 
  	
  
180
  	
  
 
  
	
  
73
  	
  
 
  	
  
1
  	
  
 
  	
  
Harbormaster Office &   Marina
  	
   
 	
  
9,100,000.00
  	
  
 
  	
  
49,969.09
  	
  
 
  	
   
 	
  
 
  	
  
5.2000%
  	
  
 
  	
  
44,844
  	
  
 
  
	
  76
  	
  
 
  	
  
1
  	
  
 
  	
  
Shopko Plaza
  	
   
 	
  
9,000,000.00
  	
  
 
  	
  
50,481.61
  	
  
 
  	
   
 	
  
 
  	
  
5.3900%
  	
  
 
  	
  
128,955
  	
  
 
  
	
  
78
  	
  
 
  	
  
1
  	
  
 
  	
  
Clayton Town Center
  	
   
 	
  
8,590,241.66
  	
  
 
  	
  
58,266.83
  	
  
 
  	
   
 	
  
 
  	
  
5.7900%
  	
  
 
  	
  
70,514
  	
  
 
  
	
  81
  	
  
 
  	
  
1
  	
  
 
  	
  
Independence Square(2)
  	
   
 	
  
8,150,000.00
  	
  
 
  	
  
49,178.20
  	
  
 
  	
   
 	
  
 
  	
  
6.0600%
  	
  
 
  	
  
139,786
  	
  
 
  
	
  
87
  	
  
 
  	
  
1
  	
  
 
  	
  
Three Points Plaza
  	
   
 	
  
7,782,721.13
  	
  
 
  	
  
46,015.39
  	
  
 
  	
   
 	
  
 
  	
  
5.8500%
  	
  
 
  	
  
84,931
  	
  
 
  
	
  88
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Austin,   TX
  	
   
 	
  
7,700,000.00
  	
  
 
  	
  
48,534.30
  	
  
 
  	
   
 	
  
 
  	
  
5.7700%
  	
  
 
  	
  
138
  	
  
 
  
	
  
91
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   College Station, TX
  	
   
 	
  
7,600,000.00
  	
  
 
  	
  
47,903.98
  	
  
 
  	
   
 	
  
 
  	
  
5.7700%
  	
  
 
  	
  
125
  	
  
 
  
	
  104
  	
  
 
  	
  
1
  	
  
 
  	
  
Lee Highway Retail
  	
   
 	
  
5,627,381.65
  	
  
 
  	
  
38,371.32
  	
  
 
  	
   
 	
  
 
  	
  
5.8500%
  	
  
 
  	
  
54,532
  	
  
 
  
	
  
106
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza (Garage)
  	
   
 	
  
5,500,000.00
  	
  
 
  	
  
32,026.66
  	
  
 
  	
   
 	
  
 
  	
  
5.7300%
  	
  
 
  	
  
135,450
  	
  
 
  
	
  117
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Rio   Rancho, NM
  	
   
 	
  
4,800,000.00
  	
  
 
  	
  
30,255.15
  	
  
 
  	
   
 	
  
 
  	
  
5.7700%
  	
  
 
  	
  
129
  	
  
 
  
	
  
119
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   Nashville, TN
  	
   
 	
  
4,600,000.00
  	
  
 
  	
  
28,994.52
  	
  
 
  	
   
 	
  
 
  	
  
5.7700%
  	
  
 
  	
  
94
  	
  
 
  
	
  120
  	
  
 
  	
  
1
  	
  
 
  	
  
Glen Office Building I
  	
   
 	
  
4,600,000.00
  	
  
 
  	
  
32,654.41
  	
  
 
  	
   
 	
  
 
  	
  
5.8000%
  	
  
 
  	
  
37,525
  	
  
 
  
	
  
121
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens-Cincinnati, OH
  	
   
 	
  
4,443,796.16
  	
  
 
  	
  
25,378.40
  	
  
 
  	
   
 	
  
 
  	
  
5.5400%
  	
  
 
  	
  
14,490
  	
  
 
  
	
  125
  	
  
 
  	
  
1
  	
  
 
  	
  
Oglesby Square
  	
   
 	
  
4,380,000.00
  	
  
 
  	
  
24,458.52
  	
  
 
  	
   
 	
  
 
  	
  
5.3500%
  	
  
 
  	
  
47,376
  	
  
 
  
	
  
129
  	
  
 
  	
  
1
  	
  
 
  	
  
Four Corners Self Storage
  	
   
 	
  
4,194,055.71
  	
  
 
  	
  
23,584.29
  	
  
 
  	
   
 	
  
 
  	
  
5.4000%
  	
  
 
  	
  
53,050
  	
  
 
  
	
  138
  	
  
 
  	
  
2
  	
  
 
  	
  
Windsor Oaks Apartments
  	
   
 	
  
4,019,221.94
  	
  
 
  	
  
22,276.09
  	
  
 
  	
   
 	
  
 
  	
  
5.2700%
  	
  
 
  	
  
120
  	
  
 
  
	
  
139
  	
  
 
  	
  
1
  	
  
 
  	
  
Suburban Lodge-D’Iberville,   MS
  	
   
 	
  
4,000,000.00
  	
  
 
  	
  
32,490.11
  	
  
 
  	
   
 	
  
 
  	
  
6.5200%
  	
  
 
  	
  
132
  	
  
 
  
	
  142
  	
  
 
  	
  
1
  	
  
 
  	
  
4 Ground Leased Parcels -   Cranberry, PA
  	
   
 	
  
3,907,503.65
  	
  
 
  	
  
22,143.99
  	
  
 
  	
   
 	
  
 
  	
  
5.4700%
  	
  
 
  	
  
25,198
  	
  
 
  
	
  
148
  	
  
 
  	
  
1
  	
  
 
  	
  
Horizon Center (Pad Leases)
  	
   
 	
  
3,794,763.93
  	
  
 
  	
  
21,934.96
  	
  
 
  	
   
 	
  
 
  	
  
5.6500%
  	
  
 
  	
  
16,561
  	
  
 
  
	
  165
  	
  
 
  	
  
2
  	
  
 
  	
  
Summit Court Apartments
  	
   
 	
  
3,195,406.26
  	
  
 
  	
  
17,710.18
  	
  
 
  	
   
 	
  
 
  	
  
5.2700%
  	
  
 
  	
  
64
  	
  
 
  
	
  
166
  	
  
 
  	
  
1
  	
  
 
  	
  
Beaumont Self Storage(2)
  	
   
 	
  
3,170,724.46
  	
  
 
  	
  
18,771.18
  	
  
 
  	
   
 	
  
 
  	
  
5.8700%
  	
  
 
  	
  
74,069
  	
  
 
  
	
  168
  	
  
 
  	
  
1
  	
  
 
  	
  
SPS Companies Building
  	
   
 	
  
3,100,000.00
  	
  
 
  	
  
29,233.31
  	
  
 
  	
   
 	
  
 
  	
  
5.2800%
  	
  
 
  	
  
111,457
  	
  
 
  
	
  
169
  	
  
 
  	
  
1
  	
  
 
  	
  
Griego Medical Building
  	
   
 	
  
3,069,750.91
  	
  
 
  	
  
18,693.81
  	
  
 
  	
   
 	
  
 
  	
  
5.3800%
  	
  
 
  	
  
20,200
  	
  
 
  
	
  172
  	
  
 
  	
  
1
  	
  
 
  	
  
The Clarion Inn of Sun   Valley
  	
   
 	
  
2,991,046.30
  	
  
 
  	
  
19,660.47
  	
  
 
  	
   
 	
  
 
  	
  
6.1800%
  	
  
 
  	
  
58
  	
  
 
  
	
  
173
  	
  
 
  	
  
1
  	
  
 
  	
  
El Porton Shopping Center
  	
   
 	
  
2,990,861.27
  	
  
 
  	
  
22,205.40
  	
  
 
  	
   
 	
  
 
  	
  
5.6000%
  	
  
 
  	
  
19,722
  	
  
 
  
	
  181
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Lebanon, IN
  	
   
 	
  
2,846,026.75
  	
  
 
  	
  
16,253.58
  	
  
 
  	
   
 	
  
 
  	
  
5.5400%
  	
  
 
  	
  
14,820
  	
  
 
  
	
  
183
  	
  
 
  	
  
1
  	
  
 
  	
  
Gage Retail
  	
   
 	
  
2,796,049.99
  	
  
 
  	
  
15,775.34
  	
  
 
  	
   
 	
  
 
  	
  
5.4300%
  	
  
 
  	
  
16,244
  	
  
 
  
	
  185
  	
  
 
  	
  
1
  	
  
 
  	
  
Premier Professional Center
  	
   
 	
  
2,750,000.00
  	
  
 
  	
  
15,839.23
  	
  
 
  	
   
 	
  
 
  	
  
5.6300%
  	
  
 
  	
  
23,805
  	
  
 
  
	
  
192
  	
  
 
  	
  
1
  	
  
 
  	
  
490 Huyler Street
  	
   
 	
  
2,596,183.87
  	
  
 
  	
  
14,068.80
  	
  
 
  	
   
 	
  
 
  	
  
5.0700%
  	
  
 
  	
  
112,270
  	
  
 
  
	
  194
  	
  
 
  	
  
1
  	
  
 
  	
  
Richmond Commons
  	
   
 	
  
2,503,476.59
  	
  
 
  	
  
17,280.15
  	
  
 
  	
   
 	
  
 
  	
  
5.5100%
  	
  
 
  	
  
93,398
  	
  
 
  
	
  
208
  	
  
 
  	
  
1
  	
  
 
  	
  
1385 Enterprise Drive
  	
   
 	
  
2,000,000.00
  	
  
 
  	
  
11,130.95
  	
  
 
  	
   
 	
  
 
  	
  
5.3200%
  	
  
 
  	
  
20,000
  	
  
 
  
	
  211
  	
  
 
  	
  
2
  	
  
 
  	
  
Williams Court Townhomes
  	
   
 	
  
1,950,000.00
  	
  
 
  	
  
12,208.72
  	
  
 
  	
   
 	
  
 
  	
  
5.7000%
  	
  
 
  	
  
48
  	
  
 
  
	
  
213
  	
  
 
  	
  
1
  	
  
 
  	
  
CVS - Barnesville, GA
  	
   
 	
  
1,872,314.26
  	
  
 
  	
  
10,400.32
  	
  
 
  	
   
 	
  
 
  	
  
5.2900%
  	
  
 
  	
  
10,880
  	
  
 
  
	
  214
  	
  
 
  	
  
1
  	
  
 
  	
  
DHL & Airborne Express
  	
   
 	
  
1,846,553.27
  	
  
 
  	
  
11,360.62
  	
  
 
  	
   
 	
  
 
  	
  
5.5000%
  	
  
 
  	
  
40,601
  	
  
 
  
	
  
222
  	
  
 
  	
  
1
  	
  
 
  	
  
Camp Bowie Shopping Center
  	
   
 	
  
1,306,624.02
  	
  
 
  	
  
9,326.29
  	
  
 
  	
   
 	
  
 
  	
  
5.8400%
  	
  
 
  	
  
13,550
  	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Unit of
   Measure
  	
   
 	
  
Original   Term
   to Maturity or
   ARD (Mos.)
  	
   
 	
  
Remaining
   Term to
   Maturity or ARD (Mos.)
  	
   
 	
  
Maturity   Date
   or ARD
  	
   
 	
  
Original
   Amort Term
   (Mos.)
  	
   
 	
  
Remaining
   Amort Term
   (Mos.)
  	
  
 
  
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
  
	
  
48
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  49
  	
  
 
  	
  
1
  	
  
 
  	
  
The Airport Square Shopping   Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
56
  	
  
 
  	
  
1
  	
  
 
  	
  
EZ Storage Pico(1)(2)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  57
  	
  
 
  	
  
2
  	
  
 
  	
  
Heritage at Riverstone(2)
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
67
  	
  
 
  	
  
2
  	
  
 
  	
  
Greenwich Green Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  73
  	
  
 
  	
  
1
  	
  
 
  	
  
Harbormaster Office &   Marina
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
76
  	
  
 
  	
  
1
  	
  
 
  	
  
Shopko Plaza
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  78
  	
  
 
  	
  
1
  	
  
 
  	
  
Clayton Town Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
264
  	
  
 
  	
  
262
  	
  
 
  	
  
01/11/27
  	
  
 
  	
  
264
  	
  
 
  	
  
262
  	
  
 
  
	
  
81
  	
  
 
  	
  
1
  	
  
 
  	
  
Independence Square(2)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  87
  	
  
 
  	
  
1
  	
  
 
  	
  
Three Points Plaza
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
358
  	
  
 
  
	
  
88
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Austin,   TX
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  91
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   College Station, TX
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
104
  	
  
 
  	
  
1
  	
  
 
  	
  
Lee Highway Retail
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
264
  	
  
 
  	
  
262
  	
  
 
  	
  
01/11/27
  	
  
 
  	
  
264
  	
  
 
  	
  
262
  	
  
 
  
	
  106
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza (Garage)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
60
  	
  
 
  	
  
60
  	
  
 
  	
  
03/11/10
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
117
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Rio   Rancho, NM
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  119
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   Nashville, TN
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  
120
  	
  
 
  	
  
1
  	
  
 
  	
  
Glen Office Building I
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
240
  	
  
 
  	
  
240
  	
  
 
  	
  
03/11/25
  	
  
 
  	
  
240
  	
  
 
  	
  
240
  	
  
 
  
	
  121
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens-Cincinnati, OH
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
125
  	
  
 
  	
  
1
  	
  
 
  	
  
Oglesby Square
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  129
  	
  
 
  	
  
1
  	
  
 
  	
  
Four Corners Self Storage
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
138
  	
  
 
  	
  
2
  	
  
 
  	
  
Windsor Oaks Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  139
  	
  
 
  	
  
1
  	
  
 
  	
  
Suburban Lodge-D’Iberville,   MS
  	
   
 	
  
Rooms
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
204
  	
  
 
  	
  
204
  	
  
 
  
	
  
142
  	
  
 
  	
  
1
  	
  
 
  	
  
4 Ground Leased Parcels -   Cranberry, PA
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  148
  	
  
 
  	
  
1
  	
  
 
  	
  
Horizon Center (Pad Leases)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
165
  	
  
 
  	
  
2
  	
  
 
  	
  
Summit Court Apartments
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  166
  	
  
 
  	
  
1
  	
  
 
  	
  
Beaumont Self Storage(2)
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
168
  	
  
 
  	
  
1
  	
  
 
  	
  
SPS Companies Building
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
144
  	
  
 
  	
  
144
  	
  
 
  	
  
03/11/17
  	
  
 
  	
  
144
  	
  
 
  	
  
144
  	
  
 
  
	
  169
  	
  
 
  	
  
1
  	
  
 
  	
  
Griego Medical Building
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
118
  	
  
 
  	
  
01/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
298
  	
  
 
  
	
  
172
  	
  
 
  	
  
1
  	
  
 
  	
  
The Clarion Inn of Sun   Valley
  	
   
 	
  
Rooms
  	
  
 
  	
  
60
  	
  
 
  	
  
58
  	
  
 
  	
  
01/11/10
  	
  
 
  	
  
300
  	
  
 
  	
  
298
  	
  
 
  
	
  173
  	
  
 
  	
  
1
  	
  
 
  	
  
El Porton Shopping Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
216
  	
  
 
  	
  
215
  	
  
 
  	
  
02/11/23
  	
  
 
  	
  
216
  	
  
 
  	
  
215
  	
  
 
  
	
  
181
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Lebanon, IN
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  183
  	
  
 
  	
  
1
  	
  
 
  	
  
Gage Retail
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
185
  	
  
 
  	
  
1
  	
  
 
  	
  
Premier Professional Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  192
  	
  
 
  	
  
1
  	
  
 
  	
  
490 Huyler Street
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
194
  	
  
 
  	
  
1
  	
  
 
  	
  
Richmond Commons
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
240
  	
  
 
  	
  
239
  	
  
 
  
	
  208
  	
  
 
  	
  
1
  	
  
 
  	
  
1385 Enterprise Drive
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
360
  	
  
 
  
	
  
211
  	
  
 
  	
  
2
  	
  
 
  	
  
Williams Court Townhomes
  	
   
 	
  
Units
  	
  
 
  	
  
120
  	
  
 
  	
  
120
  	
  
 
  	
  
03/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
300
  	
  
 
  
	
  213
  	
  
 
  	
  
1
  	
  
 
  	
  
CVS - Barnesville, GA
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
360
  	
  
 
  	
  
359
  	
  
 
  
	
  
214
  	
  
 
  	
  
1
  	
  
 
  	
  
DHL & Airborne Express
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
120
  	
  
 
  	
  
119
  	
  
 
  	
  
02/11/15
  	
  
 
  	
  
300
  	
  
 
  	
  
299
  	
  
 
  
	
  222
  	
  
 
  	
  
1
  	
  
 
  	
  
Camp Bowie Shopping Center
  	
   
 	
  
Sq.   Ft.
  	
  
 
  	
  
240
  	
  
 
  	
  
239
  	
  
 
  	
  
02/11/25
  	
  
 
  	
  
240
  	
  
 
  	
  
239
  	
  
 
  




	
  Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Ground   Lease
  	
   
 	
  
Master   Servicing
   Fee Rate
  	
   
 	
  
ARD Loans
  	
   
 	
  
Anticipated
   Repayment Date
  	
   
 
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 
	
  48
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical Plaza
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
03/11/15
  	
  
 
  
	
  
49
  	
  
 
  	
  
1
  	
  
 
  	
  
The Airport Square Shopping   Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  56
  	
  
 
  	
  
1
  	
  
 
  	
  
EZ Storage Pico(1)(2)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
57
  	
  
 
  	
  
2
  	
  
 
  	
  
Heritage at Riverstone(2)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.06769%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  67
  	
  
 
  	
  
2
  	
  
 
  	
  
Greenwich Green Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
73
  	
  
 
  	
  
1
  	
  
 
  	
  
Harbormaster Office &   Marina
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  76
  	
  
 
  	
  
1
  	
  
 
  	
  
Shopko Plaza
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
03/11/15
  	
  
 
  
	
  
78
  	
  
 
  	
  
1
  	
  
 
  	
  
Clayton Town Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  81
  	
  
 
  	
  
1
  	
  
 
  	
  
Independence Square(2)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
87
  	
  
 
  	
  
1
  	
  
 
  	
  
Three Points Plaza
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  88
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Austin,   TX
  	
   
 	
  
Fee
  	
  
 
  	
  
0.08000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
91
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   College Station, TX
  	
   
 	
  
Fee
  	
  
 
  	
  
0.08000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  104
  	
  
 
  	
  
1
  	
  
 
  	
  
Lee Highway Retail
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
106
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza (Garage)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
03/11/10
  	
  
 
  
	
  117
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Rio   Rancho, NM
  	
   
 	
  
Fee
  	
  
 
  	
  
0.09000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
119
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   Nashville, TN
  	
   
 	
  
Fee
  	
  
 
  	
  
0.09000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  120
  	
  
 
  	
  
1
  	
  
 
  	
  
Glen Office Building I
  	
   
 	
  
Fee
  	
  
 
  	
  
0.09000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
121
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens-Cincinnati, OH
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  125
  	
  
 
  	
  
1
  	
  
 
  	
  
Oglesby Square
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
129
  	
  
 
  	
  
1
  	
  
 
  	
  
Four Corners Self Storage
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  138
  	
  
 
  	
  
2
  	
  
 
  	
  
Windsor Oaks Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
139
  	
  
 
  	
  
1
  	
  
 
  	
  
Suburban Lodge-D’Iberville,   MS
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
03/11/15
  	
  
 
  
	
  142
  	
  
 
  	
  
1
  	
  
 
  	
  
4 Ground Leased Parcels -   Cranberry, PA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
148
  	
  
 
  	
  
1
  	
  
 
  	
  
Horizon Center (Pad Leases)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  165
  	
  
 
  	
  
2
  	
  
 
  	
  
Summit Court Apartments
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
166
  	
  
 
  	
  
1
  	
  
 
  	
  
Beaumont Self Storage(2)
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  168
  	
  
 
  	
  
1
  	
  
 
  	
  
SPS Companies Building
  	
   
 	
  
Leasehold
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
169
  	
  
 
  	
  
1
  	
  
 
  	
  
Griego Medical Building
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  172
  	
  
 
  	
  
1
  	
  
 
  	
  
The Clarion Inn of Sun   Valley
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
173
  	
  
 
  	
  
1
  	
  
 
  	
  
El Porton Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  181
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Lebanon, IN
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
183
  	
  
 
  	
  
1
  	
  
 
  	
  
Gage Retail
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  185
  	
  
 
  	
  
1
  	
  
 
  	
  
Premier Professional Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
192
  	
  
 
  	
  
1
  	
  
 
  	
  
490 Huyler Street
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  194
  	
  
 
  	
  
1
  	
  
 
  	
  
Richmond Commons
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
208
  	
  
 
  	
  
1
  	
  
 
  	
  
1385 Enterprise Drive
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  211
  	
  
 
  	
  
2
  	
  
 
  	
  
Williams Court Townhomes
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  
	
  
213
  	
  
 
  	
  
1
  	
  
 
  	
  
CVS - Barnesville, GA
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  214
  	
  
 
  	
  
1
  	
  
 
  	
  
DHL & Airborne Express
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
Y
  	
  
 
  	
  
02/11/15
  	
  
 
  
	
  
222
  	
  
 
  	
  
1
  	
  
 
  	
  
Camp Bowie Shopping Center
  	
   
 	
  
Fee
  	
  
 
  	
  
0.04000%
  	
  
 
  	
  
N
  	
  
 
  	
   
 	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Additional   Interest Rate
  	
   
 	
  
Loan   Originator
  	
   
 	
  
Environmental   Insurance
  	
   
 
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 
	
  48
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza
  	
  
 
  	
  
Greater   of initial interest rate plus 4.0% or TCMYI plus 3.25%
  	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
49
  	
  
 
  	
  
1
  	
  
 
  	
  
The Airport Square Shopping   Center
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  56
  	
  
 
  	
  
1
  	
  
 
  	
  
EZ Storage Pico(1)(2)
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
57
  	
  
 
  	
  
2
  	
  
 
  	
  
Heritage at Riverstone(2)
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  67
  	
  
 
  	
  
2
  	
  
 
  	
  
Greenwich Green Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
73
  	
  
 
  	
  
1
  	
  
 
  	
  
Harbormaster Office &   Marina
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  76
  	
  
 
  	
  
1
  	
  
 
  	
  
Shopko Plaza
  	
  
 
  	
  
Greater   of initial interest rate plus 4.0% or TCMYI plus 5.12%
  	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
78
  	
  
 
  	
  
1
  	
  
 
  	
  
Clayton Town Center
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  81
  	
  
 
  	
  
1
  	
  
 
  	
  
Independence Square(2)
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
87
  	
  
 
  	
  
1
  	
  
 
  	
  
Three Points Plaza
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  88
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Austin,   TX
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
91
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   College Station, TX
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  104
  	
  
 
  	
  
1
  	
  
 
  	
  
Lee Highway Retail
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
106
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza (Garage)
  	
  
 
  	
  
Greater   of initial interest rate plus 4.0% or TCMYI plus 3.75%
  	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  117
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Rio   Rancho, NM
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
119
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   Nashville, TN
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  120
  	
  
 
  	
  
1
  	
  
 
  	
  
Glen Office Building I
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
121
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens-Cincinnati, OH
  	
  
 
  	
  
Greater   of initial interest rate plus 4.0% or TCMYI plus 5.15%
  	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  125
  	
  
 
  	
  
1
  	
  
 
  	
  
Oglesby Square
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
129
  	
  
 
  	
  
1
  	
  
 
  	
  
Four Corners Self Storage
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  138
  	
  
 
  	
  
2
  	
  
 
  	
  
Windsor Oaks Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
139
  	
  
 
  	
  
1
  	
  
 
  	
  
Suburban Lodge-D’Iberville,   MS
  	
  
 
  	
  
Greater   of initial interest rate plus 4.0% or TCMYI plus 6.25%
  	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  142
  	
  
 
  	
  
1
  	
  
 
  	
  
4 Ground Leased Parcels -   Cranberry, PA
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
148
  	
  
 
  	
  
1
  	
  
 
  	
  
Horizon Center (Pad Leases)
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  165
  	
  
 
  	
  
2
  	
  
 
  	
  
Summit Court Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
166
  	
  
 
  	
  
1
  	
  
 
  	
  
Beaumont Self Storage(2)
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  168
  	
  
 
  	
  
1
  	
  
 
  	
  
SPS Companies Building
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
169
  	
  
 
  	
  
1
  	
  
 
  	
  
Griego Medical Building
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  172
  	
  
 
  	
  
1
  	
  
 
  	
  
The Clarion Inn of Sun   Valley
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
173
  	
  
 
  	
  
1
  	
  
 
  	
  
El Porton Shopping Center
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  181
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Lebanon, IN
  	
  
 
  	
  
Greater   of initial interest rate plus 4.0% or TCMYI plus 5.15%
  	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
183
  	
  
 
  	
  
1
  	
  
 
  	
  
Gage Retail
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  185
  	
  
 
  	
  
1
  	
  
 
  	
  
Premier Professional Center
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
192
  	
  
 
  	
  
1
  	
  
 
  	
  
490 Huyler Street
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  194
  	
  
 
  	
  
1
  	
  
 
  	
  
Richmond Commons
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
Y
  	
  
 
  
	
  
208
  	
  
 
  	
  
1
  	
  
 
  	
  
1385 Enterprise Drive
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  211
  	
  
 
  	
  
2
  	
  
 
  	
  
Williams Court Townhomes
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
213
  	
  
 
  	
  
1
  	
  
 
  	
  
CVS - Barnesville, GA
  	
  
 
  	
  
Greater   of initial interest rate plus 2.0% or TCMYI plus 5.15%
  	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  214
  	
  
 
  	
  
1
  	
  
 
  	
  
DHL & Airborne Express
  	
  
 
  	
  
Greater   of initial interest rate plus 4.0% or TCMYI plus 3.3%
  	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  
	
  
222
  	
  
 
  	
  
1
  	
  
 
  	
  
Camp Bowie Shopping Center
  	
  
 
  	
   
 	
  
 
  	
  
Artesia
  	
  
 
  	
  
N
  	
  
 
  





	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
  
 
  	
  
Cross Collateralized and Cross   Defaulted Loan Flag
  	
  
 
  	
  
Defeasance Loan
  	
  
 
  
	
  


  	
   
 	
  


  	
   
 	
  


  	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  
	
  48
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza
  	
  
 
  	
  
Spokane Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
49
  	
  
 
  	
  
1
  	
  
 
  	
  
The Airport Square Shopping   Center
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
56
  	
  
 
  	
  
1
  	
  
 
  	
  
EZ Storage Pico(1)(2)
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  57
  	
  
 
  	
  
2
  	
  
 
  	
  
Heritage at Riverstone(2)
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
67
  	
  
 
  	
  
2
  	
  
 
  	
  
Greenwich Green Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
73
  	
  
 
  	
  
1
  	
  
 
  	
  
Harbormaster Office &   Marina
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  76
  	
  
 
  	
  
1
  	
  
 
  	
  
Shopko Plaza
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
78
  	
  
 
  	
  
1
  	
  
 
  	
  
Clayton Town Center
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
81
  	
  
 
  	
  
1
  	
  
 
  	
  
Independence Square(2)
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  87
  	
  
 
  	
  
1
  	
  
 
  	
  
Three Points Plaza
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
88
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Austin,   TX
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
91
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   College Station, TX
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  104
  	
  
 
  	
  
1
  	
  
 
  	
  
Lee Highway Retail
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
106
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza (Garage)
  	
  
 
  	
  
Spokane Portfolio
  	
  
 
  	
  
Y
  	
  
 
  
	
  
117
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Rio   Rancho, NM
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  119
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   Nashville, TN
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
120
  	
  
 
  	
  
1
  	
  
 
  	
  
Glen Office Building I
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
121
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens-Cincinnati, OH
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  125
  	
  
 
  	
  
1
  	
  
 
  	
  
Oglesby Square
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
129
  	
  
 
  	
  
1
  	
  
 
  	
  
Four Corners Self Storage
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
138
  	
  
 
  	
  
2
  	
  
 
  	
  
Windsor Oaks Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  139
  	
  
 
  	
  
1
  	
  
 
  	
  
Suburban Lodge-D’Iberville,   MS
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
142
  	
  
 
  	
  
1
  	
  
 
  	
  
4 Ground Leased Parcels -   Cranberry, PA
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
148
  	
  
 
  	
  
1
  	
  
 
  	
  
Horizon Center (Pad Leases)
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  165
  	
  
 
  	
  
2
  	
  
 
  	
  
Summit Court Apartments
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
166
  	
  
 
  	
  
1
  	
  
 
  	
  
Beaumont Self Storage(2)
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
168
  	
  
 
  	
  
1
  	
  
 
  	
  
SPS Companies Building
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  169
  	
  
 
  	
  
1
  	
  
 
  	
  
Griego Medical Building
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
172
  	
  
 
  	
  
1
  	
  
 
  	
  
The Clarion Inn of Sun   Valley
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
173
  	
  
 
  	
  
1
  	
  
 
  	
  
El Porton Shopping Center
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  181
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Lebanon, IN
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
183
  	
  
 
  	
  
1
  	
  
 
  	
  
Gage Retail
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
185
  	
  
 
  	
  
1
  	
  
 
  	
  
Premier Professional Center
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  192
  	
  
 
  	
  
1
  	
  
 
  	
  
490 Huyler Street
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
194
  	
  
 
  	
  
1
  	
  
 
  	
  
Richmond Commons
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
208
  	
  
 
  	
  
1
  	
  
 
  	
  
1385 Enterprise Drive
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  211
  	
  
 
  	
  
2
  	
  
 
  	
  
Williams Court Townhomes
  	
  
 
  	
   
 	
  
 
  	
  
N
  	
  
 
  
	
  
213
  	
  
 
  	
  
1
  	
  
 
  	
  
CVS - Barnesville, GA
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  
214
  	
  
 
  	
  
1
  	
  
 
  	
  
DHL & Airborne Express
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  
	
  222
  	
  
 
  	
  
1
  	
  
 
  	
  
Camp Bowie Shopping Center
  	
  
 
  	
   
 	
  
 
  	
  
Y
  	
  
 
  




	
  
Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Early   Defeasance
  	
   
 	
  
Secured by   LC
  	
   
 	
  
Interest   Accrual
   Method
  	
   
 	
  
Lockbox
  	
   
 
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 
	
  48
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  49
  	
  
 
  	
  
1
  	
  
 
  	
  
The Airport Square Shopping   Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
56
  	
  
 
  	
  
1
  	
  
 
  	
  
EZ Storage Pico(1)(2)
  	
  
 
  	
  
N
  	
  
 
  	
  
Y
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  57
  	
  
 
  	
  
2
  	
  
 
  	
  
Heritage at Riverstone(2)
  	
  
 
  	
  
N
  	
  
 
  	
  
Y
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
67
  	
  
 
  	
  
2
  	
  
 
  	
  
Greenwich Green Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  73
  	
  
 
  	
  
1
  	
  
 
  	
  
Harbormaster Office &   Marina
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
76
  	
  
 
  	
  
1
  	
  
 
  	
  
Shopko Plaza
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  78
  	
  
 
  	
  
1
  	
  
 
  	
  
Clayton Town Center
  	
  
 
  	
  
N
  	
  
 
  	
  
Y
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
81
  	
  
 
  	
  
1
  	
  
 
  	
  
Independence Square(2)
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  87
  	
  
 
  	
  
1
  	
  
 
  	
  
Three Points Plaza
  	
  
 
  	
  
N
  	
  
 
  	
  
Y
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
88
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Austin,   TX
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  91
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   College Station, TX
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
104
  	
  
 
  	
  
1
  	
  
 
  	
  
Lee Highway Retail
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  106
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza (Garage)
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  
117
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Rio   Rancho, NM
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  119
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   Nashville, TN
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
120
  	
  
 
  	
  
1
  	
  
 
  	
  
Glen Office Building I
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  121
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens-Cincinnati, OH
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
125
  	
  
 
  	
  
1
  	
  
 
  	
  
Oglesby Square
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  129
  	
  
 
  	
  
1
  	
  
 
  	
  
Four Corners Self Storage
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
138
  	
  
 
  	
  
2
  	
  
 
  	
  
Windsor Oaks Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  139
  	
  
 
  	
  
1
  	
  
 
  	
  
Suburban Lodge-D’Iberville,   MS
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
142
  	
  
 
  	
  
1
  	
  
 
  	
  
4 Ground Leased Parcels -   Cranberry, PA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  148
  	
  
 
  	
  
1
  	
  
 
  	
  
Horizon Center (Pad Leases)
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
165
  	
  
 
  	
  
2
  	
  
 
  	
  
Summit Court Apartments
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  166
  	
  
 
  	
  
1
  	
  
 
  	
  
Beaumont Self Storage(2)
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
168
  	
  
 
  	
  
1
  	
  
 
  	
  
SPS Companies Building
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  169
  	
  
 
  	
  
1
  	
  
 
  	
  
Griego Medical Building
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
172
  	
  
 
  	
  
1
  	
  
 
  	
  
The Clarion Inn of Sun   Valley
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  173
  	
  
 
  	
  
1
  	
  
 
  	
  
El Porton Shopping Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
181
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Lebanon, IN
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  183
  	
  
 
  	
  
1
  	
  
 
  	
  
Gage Retail
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
185
  	
  
 
  	
  
1
  	
  
 
  	
  
Premier Professional Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  192
  	
  
 
  	
  
1
  	
  
 
  	
  
490 Huyler Street
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  
194
  	
  
 
  	
  
1
  	
  
 
  	
  
Richmond Commons
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  208
  	
  
 
  	
  
1
  	
  
 
  	
  
1385 Enterprise Drive
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
211
  	
  
 
  	
  
2
  	
  
 
  	
  
Williams Court Townhomes
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  
	
  213
  	
  
 
  	
  
1
  	
  
 
  	
  
CVS - Barnesville, GA
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Springing
  	
  
 
  
	
  
214
  	
  
 
  	
  
1
  	
  
 
  	
  
DHL & Airborne Express
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
  
Day   1
  	
  
 
  
	
  222
  	
  
 
  	
  
1
  	
  
 
  	
  
Camp Bowie Shopping Center
  	
  
 
  	
  
N
  	
  
 
  	
  
N
  	
  
 
  	
  
Actual/360
  	
  
 
  	
   
 	
  
 
  




	
  Mortgage
   Loan Number
  	
   
 	
  
Loan Group
   Number
  	
   
 	
  
Property Name
  	
   
 	
  
Annual   Deposit to
   Replacement
   Reserve
  	
   
 	
  
Initial   Deposit to
   Capital
   Improvements
   Reserve
  	
   
 	
  
Initial   TI/LC
   Escrow
  	
   
 	
  
Ongoing   TI/LC
   Footnote
  	
   
 
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 
	
  48
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza
  	
  
 
  	
  
19,137
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
49
  	
  
 
  	
  
1
  	
  
 
  	
  
The Airport Square Shopping   Center
  	
  
 
  	
  
28,121
  	
  
 
  	
  
55,938
  	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  56
  	
  
 
  	
  
1
  	
  
 
  	
  
EZ Storage Pico(1)(2)
  	
  
 
  	
  
7,001
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
57
  	
  
 
  	
  
2
  	
  
 
  	
  
Heritage at Riverstone(2)
  	
  
 
  	
  
60,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  67
  	
  
 
  	
  
2
  	
  
 
  	
  
Greenwich Green Apartments
  	
  
 
  	
  
45,986
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
73
  	
  
 
  	
  
1
  	
  
 
  	
  
Harbormaster Office &   Marina
  	
  
 
  	
  
8,969
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  76
  	
  
 
  	
  
1
  	
  
 
  	
  
Shopko Plaza
  	
  
 
  	
  
19,343
  	
  
 
  	
  
34,125
  	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
78
  	
  
 
  	
  
1
  	
  
 
  	
  
Clayton Town Center
  	
  
 
  	
  
10,607
  	
  
 
  	
   
 	
  
 
  	
  
100,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  81
  	
  
 
  	
  
1
  	
  
 
  	
  
Independence Square(2)
  	
  
 
  	
  
24,000
  	
  
 
  	
   
 	
  
 
  	
  
80,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  
87
  	
  
 
  	
  
1
  	
  
 
  	
  
Three Points Plaza
  	
  
 
  	
  
12,740
  	
  
 
  	
   
 	
  
 
  	
  
400,000
  	
  
 
  	
   
 	
  
 
  
	
  88
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Austin,   TX
  	
  
 
  	
  
121,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
91
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   College Station, TX
  	
  
 
  	
  
120,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  104
  	
  
 
  	
  
1
  	
  
 
  	
  
Lee Highway Retail
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
106
  	
  
 
  	
  
1
  	
  
 
  	
  
Spokane Integrated Medical   Plaza (Garage)
  	
  
 
  	
  
27,090
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  117
  	
  
 
  	
  
1
  	
  
 
  	
  
Hilton Garden Inn - Rio   Rancho, NM
  	
  
 
  	
  
97,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
119
  	
  
 
  	
  
1
  	
  
 
  	
  
Courtyard by Marriott -   Nashville, TN
  	
  
 
  	
  
86,000
  	
  
 
  	
  
30,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  120
  	
  
 
  	
  
1
  	
  
 
  	
  
Glen Office Building I
  	
  
 
  	
  
7,505
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
121
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens-Cincinnati, OH
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  125
  	
  
 
  	
  
1
  	
  
 
  	
  
Oglesby Square
  	
  
 
  	
  
7,106
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
129
  	
  
 
  	
  
1
  	
  
 
  	
  
Four Corners Self Storage
  	
  
 
  	
  
7,125
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  138
  	
  
 
  	
  
2
  	
  
 
  	
  
Windsor Oaks Apartments
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
139
  	
  
 
  	
  
1
  	
  
 
  	
  
Suburban Lodge-D’Iberville,   MS
  	
  
 
  	
  
63,565
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  142
  	
  
 
  	
  
1
  	
  
 
  	
  
4 Ground Leased Parcels -   Cranberry, PA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
148
  	
  
 
  	
  
1
  	
  
 
  	
  
Horizon Center (Pad Leases)
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  165
  	
  
 
  	
  
2
  	
  
 
  	
  
Summit Court Apartments
  	
  
 
  	
  
16,000
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
166
  	
  
 
  	
  
1
  	
  
 
  	
  
Beaumont Self Storage(2)
  	
  
 
  	
  
7,404
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  168
  	
  
 
  	
  
1
  	
  
 
  	
  
SPS Companies Building
  	
  
 
  	
  
27,864
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
169
  	
  
 
  	
  
1
  	
  
 
  	
  
Griego Medical Building
  	
  
 
  	
  
4,040
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  172
  	
  
 
  	
  
1
  	
  
 
  	
  
The Clarion Inn of Sun   Valley
  	
  
 
  	
  
27,000
  	
  
 
  	
   
 	
  
 
  	
  
6,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  
173
  	
  
 
  	
  
1
  	
  
 
  	
  
El Porton Shopping Center
  	
  
 
  	
  
2,958
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  181
  	
  
 
  	
  
1
  	
  
 
  	
  
Walgreens - Lebanon, IN
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
183
  	
  
 
  	
  
1
  	
  
 
  	
  
Gage Retail
  	
  
 
  	
  
2,437
  	
  
 
  	
   
 	
  
 
  	
  
25,000
  	
  
 
  	
  
(3)
  	
  
 
  
	
  185
  	
  
 
  	
  
1
  	
  
 
  	
  
Premier Professional Center
  	
  
 
  	
  
4,761
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  
192
  	
  
 
  	
  
1
  	
  
 
  	
  
490 Huyler Street
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  194
  	
  
 
  	
  
1
  	
  
 
  	
  
Richmond Commons
  	
  
 
  	
  
29,121
  	
  
 
  	
  
12,500
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
208
  	
  
 
  	
  
1
  	
  
 
  	
  
1385 Enterprise Drive
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  
	
  211
  	
  
 
  	
  
2
  	
  
 
  	
  
Williams Court Townhomes
  	
  
 
  	
  
13,891
  	
  
 
  	
  
50,413
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
213
  	
  
 
  	
  
1
  	
  
 
  	
  
CVS - Barnesville, GA
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  214
  	
  
 
  	
  
1
  	
  
 
  	
  
DHL & Airborne Express
  	
  
 
  	
  
4,060
  	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  	
   
 	
  
 
  
	
  
222
  	
  
 
  	
  
1
  	
  
 
  	
  
Camp Bowie Shopping Center
  	
  
 
  	
  
2,033
  	
  
 
  	
  
36,250
  	
  
 
  	
   
 	
  
 
  	
  
(3)
  	
  
 
  










(1) For purposes of determining the DSC Ratio of this Mortgage Loan the debt service payments were reduced by taking into account an amount available in certain cash reserves or under a letter of credit.

(2) For purposes of determining the LTV Ratio of this Mortgage Loan the loan amount was reduced by taking into account an amount available under a letter of credit.

(3) In addition to any such escrows funded at loan closing for potential TI/LC, these Mortgage Loans require funds to be escrowed during some or all of the loan term for TI/LC expenses, which may be incurred during the loan term.  In certain instances, escrowed funds may be released to the borrower upon satisfaction of certain leasing conditions.







B-1







EXHIBIT C-1


SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY


Wachovia Commercial Mortgage Securities Inc.
 Commercial Mortgage Pass-Through Certificates Series 2005-C17


NONE


C-1-1







EXHIBIT C-2


FORM OF CUSTODIAL CERTIFICATION


[Date]


Wachovia Bank, National Association
 301 South College Street
 One Wachovia Center
 Charlotte, North Carolina  28288


Artesia Mortgage Capital Corporation
 1180 NW Maple Street
 Suite 202
 Issaquah, Washington  98027


Citigroup Global Markets Realty Corp.
 388 Greenwich Street, 11th Floor
 New York, New York  10013
 Attention: Angela Vleck


Countrywide Commercial Real Estate Finance, Inc.
 4500 Park Granada CH-143
 Calabasas, California  91302
 Attention:  Tom O’Hallaron


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 2005-C17
  





Allied Capital Corporation
 1919 Pennsylvania Avenue, 3rd Floor
 Washington, D.C. 20006
 Attention:  Jordan Paul

	
  
 
  	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust
  
	
   
  	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C17
  




Ladies and Gentlemen:


C-2-1







          (a)          Wells Fargo Bank, N.A., as Trustee, hereby certifies to the above referenced parties that, with respect to each Mortgage Loan (and with respect to a Companion Loan, only those items required pursuant to the definition of “Mortgage File”) 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), (ix)(a) and (xii) 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 (xiii) 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(b) and for purposes of determining (subject to the proviso at the end of this sentence) where to file UCC Financing Statements, 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 pursuant to Section 2.01(d) will be delivered by the related Mortgage Loan Seller to the Trustee on the new national forms, in recordable form and completed pursuant to Revised Article IX of the UCC.  The Trustee will submit such UCC Financing Statements for filing in the state of incorporation of the related Mortgagor as so
indicated on the documents provided.


          None of the Trustee, the Master Servicer, the Special Servicer or any Custodian is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face.  Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them under the Pooling and Servicing Agreement.


C-2-2






	
  
 
  	
  
Respectfully,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




C-2-3







EXHIBIT D-1


FORM OF MASTER SERVICER REQUEST FOR RELEASE


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951
 Attn:  Corporate Trust Services (CMBS) Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17

	
  
 
  	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
   
  	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C17
  




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 March 1,   2005 (the “Pooling and Servicing Agreement”), by and among Wachovia   Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National   Association, as Master Servicer, Allied Capital Corporation, 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







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







EXHIBIT D-2


FORM OF SPECIAL SERVICER REQUEST FOR RELEASE


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951
 Attn:  Corporate Trust Services (CMBS) Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Thorough Certificates, Series 2005-C17

	
  
 
  	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C17
  




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 March 1, 2005 (the “Pooling and Servicing Agreement”), by and among Wachovia Commercial Mortgage Securities, Inc., as Depositor, Wachovia Bank, National Association, as Master Servicer, Allied Capital Corporation, 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-2-1







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.

	
  
 
  	
  
 
  	
  
ALLIED CAPITAL CORPORATION, as Special Servicer
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




D-2-2







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


E-1







available, the newer information shall be used, (b) with respect to each Mortgaged Property, property management fees shall be assumed to be 3% to 7% of effective gross revenue (except with respect to hospitality properties, where a minimum of 3.1% of gross receipts shall be assumed, and with respect to limited service hospitality properties, where a minimum of 4.0% of gross receipts shall be assumed and, with respect to single tenant properties, where fees as low as 3% of effective gross receipts shall be assumed), (c) assumptions shall be made with respect to reserves for leasing commission, tenant improvement expenses and capital expenditures and (d) expenses shall be assumed to include annual replacement reserves. In addition, in some instances, the Special Servicer may recharacterize as capital expenditures those items reported by borrowers as operating expenses (thus increasing “net cash flow”) where determined appropriate.


E-2







EXHIBIT F


[Reserved].


F-1







EXHIBIT G-1


FORM OF TRANSFEROR CERTIFICATE


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951
 Attn:  Corporate Trust Services (CMBS) 


	
  
 
  	
  
 
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates, Series 2005-C17
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Re:
  	
  
Wachovia   Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
 
  	
  
Series   2005-C17 (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 March 30, 2005 (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 March 1, 2005, among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank, National Association, as master servicer, Allied Capital Corporation, as special servicer and Wells Fargo Bank, N.A., as trustee.  All terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement.  The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:

	
  
 
  	 	
  
          1.          The   Transferor is the lawful owner of the Transferred Certificate with the full   right to transfer such Certificate free from any and all claims and   encumbrances whatsoever.
  
	
  
 
  	 	
  
 
  
	
  
 
  	 	
  
          2.          Neither   the Transferor nor anyone acting on its behalf has (a) offered, transferred,   pledged, sold or otherwise disposed of any Certificate, any interest in any   Certificate or any other similar security to any person in any manner, (b)   solicited any offer to buy or accepted a transfer, pledge or other   disposition of any Certificate, any interest in any Certificate or any other   similar security from any person in any manner, (c) otherwise approached or   negotiated with respect to any Certificate, any interest in any Certificate   or any other similar security with any person in any manner, (d) made any   general solicitation by means of general advertising or in any other manner,   or (e) taken any other action, which (in the case of any of the acts   described in clauses (a) through (e) hereof) would constitute a distribution   of
any Certificate under the Securities Act of 1933, as amended (the “Securities   Act”), or would render the disposition of any Certificate a violation of   Section 5 of the Securities Act or any state securities laws, or would   require registration or qualification of any Certificate pursuant to the   Securities Act or any state securities laws.
  



G-1-1






	
  
 
  	
  
  Very truly   yours,

	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
  
	
  
 
  	
  
  (Transferor)

	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




G-1-2







EXHIBIT G-2


FORM OF TRANSFEREE CERTIFICATE
 FOR QIBs


[Date]



	 Wells Fargo Bank, N.A.

	 9062 Old Annapolis Road

	 Columbia, Maryland 21045-1951

	  Attn:  
	  Corporate Trust Services (CMBS) 

	
  
 
  	
  
  Wachovia   Bank Commercial Mortgage Trust,

	
  
 
  	

  
  Commercial   Mortgage Pass-Through Certificates, Series 2005-C17

	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Re:
  	
  
Wachovia   Bank Commercial  Mortgage Trust,
  
	
  
 
  	
  
 
  	
  
Commercial   Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
 
  	
  
Series   2005-C17 (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 March 30, 2005 (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 March 1, 2005, among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank, National Association, as master servicer, Allied Capital Corporation, as special servicer and Wells Fargo Bank, N.A., as trustee.  All terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement.  The Transferee hereby certifies, represents and warrants to you, as Certificate Registrar, that:

	
  
 
  	
  
          1.          The   Transferee is a “qualified institutional buyer” as that term is defined in   Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended   (the “Securities Act”) and has completed one of the forms of   certification to that effect attached hereto as Annex 1 and Annex 2.  The Transferee is aware that the sale to   it is being made in reliance on Rule 144A.    The Transferee is acquiring the Transferred Certificate for its own   account or for the account of a qualified institutional buyer, and   understands that such Certificate may be resold, pledged or transferred only   (i) to a person reasonably believed to be a qualified institutional buyer   that purchases for its own account or for the account of a qualified   institutional buyer to whom notice is given that the resale,
pledge or   transfer is being made in reliance on Rule 144A, or (ii) pursuant to another   exemption from registration under the Securities Act.
  
	
   
  	
  
 
  
	
  
 
  	
  
          2.          In   the case of a Class A-1A, Class E, Class F, Class G, Class H, Class X-P or   Class X-C Certificate, the Transferee either (A) is not an “employee benefit   plan” subject to Title I of ERISA or a “plan” subject to Section 4975 of the   Code or any other retirement plan or other employee benefit plan or   arrangement subject to any federal, state, local, non-U.S. or other law   substantively similar to the foregoing provisions of 
  




G-2-1






	
  
 
  	
  
ERISA or the   Code, or any Person directly or indirectly acquiring such Certificate for, on   behalf of or with any assets of any such plan (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 the Transferee’s acquisition and   holding of such Certificate satisfies all the requirements of and is covered   by 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, 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 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” subject to Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement subject to any federal, state, local, non-U.S. or other law substantively similar to the foregoing provisions of ERISA or the Code, or any Person directly or indirectly acquiring such Certificate for, on behalf of or with any assets of any such plan (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:
  





	
   
  	
  
THE   CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE   SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE   SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF   THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY   IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION   AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND   SERVICING AGREEMENT REFERRED TO HEREIN.
  
	 
	  

	
  
 
  	
  
NO TRANSFER   OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE   BENEFIT PLAN” SUBJECT TO TITLE I OF ERISA, ANY “PLAN” SUBJECT TO SECTION   4975 OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN   OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON–U.S. OR OTHER LAW   SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR   ANY PERSON DIRECTLY OR INDIRECTLY ACQUIRING SUCH CERTIFICATE FOR, ON BEHALF   OF OR WITH ANY ASSETS
  




G-2-2






	
  
 
  	
  
OF ANY SUCH   PLAN (EACH, A “PLAN”) UNLESS (A) IT IS AN INSURANCE COMPANY GENERAL   ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS FOR   EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED   TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”) OR (B) SOLELY IN THE   CASE OF A CLASS X, CLASS A-1A, CLASS E, CLASS F, CLASS G OR CLASS H   CERTIFICATE, IT QUALIFIES AS AN ACCREDITED INVESTOR AS DEFINED IN RULE   501(A)(1) OF REGULATION D UNDER THE SECURITIES ACT AND ITS ACQUISITION AND   HOLDING OF SUCH CERTIFICATE SATISFIES ALL THE REQUIREMENTS OF AND IS COVERED   BY THE EXEMPTIONS AS IN EFFECT AT THE TIME OF SUCH TRANSFER. EACH PERSON WHO   ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE   FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS   CERTIFICATE IN VIOLATION OF THE FOREGOING.
  
	
   
  	
  
 
  
	
  
 
  	
  
[In the case   of Class R-I, Class R-II or Class Z Certificates]: NO TRANSFER OF THIS   CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT   PLAN” SUBJECT TO TITLE I OF ERISA, ANY “PLAN” SUBJECT TO SECTION 4975 OF THE   CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR   ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON–U.S. OR OTHER LAW   SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR   ANY PERSON DIRECTLY OR INDIRECTLY ACQUIRING SUCH CERTIFICATE FOR, ON BEHALF   OF OR WITH ANY ASSETS OF ANY SUCH PLAN (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.
  





	
  
 
  	
  
          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 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.
  



G-2-3








	
  
 
  	
  
           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).
  
	
  
 
  	
  
 
  
	
  
—
  	
  
1*The Transferee is not a U.S.   Person and under applicable law in effect on the date hereof, no taxes will   be required to be withheld by the Trustee (or its agent) with respect to   distributions to be made on the Transferred Certificate.  The Transferee has attached hereto (i) a   duly executed IRS Form W-8BEN (or successor form), which identifies such   Transferee as the beneficial owner of the Transferred Certificate and states   that such Transferee is not a U.S. Person, (ii) two duly executed copies of   IRS Form W-8IMY (with all the appropriate attachments), or (iii) two duly   executed copies of IRS Form W-8ECI (or successor form), which identify such   Transferee as the beneficial owner of the Transferred Certificate and state   that interest and original issue discount on the Transferred Certificate and   Permitted Investments is, or is expected to be, effectively connected with a   U.S. trade or business.  The   Transferee agrees


to provide to the Certificate Registrar updated IRS Form   W-8BEN, IRS Form W-8IMY or IRS Form W-8ECI, as the case may be, any   applicable successor IRS forms, or such other certifications as the   Certificate Registrar may reasonably request, on or before the date that any   such IRS form or certification expires or becomes obsolete, or promptly after   the occurrence of any event requiring a change in the most recent IRS form of   certification furnished by it to the Certificate Registrar.
  
	
   
  	
  
 
  
	
  
 
  	
  
For this purpose, “U.S. Person” means a citizen or   resident of the United States, a corporation or partnership (including an   entity treated as a corporation or partnership for federal income tax   purposes) created or organized in, or under the laws of, the United States,   any State thereof or the District of Columbia unless in the case of a   partnership, Treasury Regulations are adopted that provide otherwise, an estate   whose income is includable in gross income for United States federal income   tax purposes regardless of its source or a trust if a court within the United   States is able to exercise primary supervision over the administration of the   trust, and one or more United States Persons have the authority to control   all substantial decisions of the trust, all within the meaning of Section   7701(a)(30) of the Code.
  




	
  
 
  	
  
Very truly yours,
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
   
  	
  


  
	
  
 
  	
  
(Transferor)
  
	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  





	
  


  
	
  
1          Does   not apply to Class R-I or Class R-II Certificates.
  




G-2-4







ANNEX 1 TO EXHIBIT G-2


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[For Transferees Other Than Registered Investment Companies]


          The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and Wells Fargo Bank, N.A., as Certificate Registrar, with respect to the mortgage pass-through certificate being transferred (the “Transferred Certificate”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

	
  
 
  	
  
          1.          As   indicated below, the undersigned is the chief financial officer, a person   fulfilling an equivalent function, or other executive officer of the entity   purchasing the Transferred Certificate (the “Transferee”).
  
	
   
  	
  
 
  
	
  
 
  	
  
          2.          The   Transferee is a “qualified institutional buyer” as that term is defined in   Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)   because (i) the Transferee owned and/or invested on a discretionary basis   $____________ / _____________ in securities (other than the excluded   securities referred to below) as of the end of the Transferee’s most recent   fiscal year (such amount being calculated in accordance with Rule 144A)   [Transferee must own and/or invest on a discretionary basis at least   $100,000,000 in securities unless Transferee is a dealer, and, in that case,   Transferee must own and/or invest on, a discretionary basis at least $10,000,000   in securities.] and (ii) the Transferee satisfies the criteria in the   category marked below.
  





	
  
 
  	
  
    ____
  	
  
Corporation, etc.    The Transferee is a corporation (other than a bank, savings and loan   association or similar institution), business trust, partnership, or any   organization described in Section 501(c)(3) of the Internal Revenue Code of   1986, as amended.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
    ____
  	
  
Bank.  The   Transferee (a) is a national bank or a banking institution organized under   the laws of any State, U.S. territory or the District of Columbia, the   business of which is substantially confined to banking and is supervised by   the State or territorial banking commission or similar official or is a   foreign bank or equivalent institution, and (b) has an audited net worth of   at least $25,000,000 as demonstrated in its latest annual financial   statements, a copy of which is attached hereto, as of a date not more than 16   months preceding the date of sale of the Certificate in the case of a U.S.   bank, and not more than 18 months preceding such date of sale for a foreign   bank or equivalent institution.
  




G-2-5






	
  
 
  	
  
    ____
  	
  
Savings and Loan.    The Transferee (a) is a savings and loan association, building and   loan association, cooperative bank, homestead association or similar   institution, which is supervised and examined by a State or Federal authority   having supervision over any such institutions or is a foreign savings and   loan association or equivalent institution and (b) has an audited net worth   of at least $25,000,000 as demonstrated in its latest annual financial   statements, a copy of which is attached hereto, as of a date not more than 16   months preceding the date of sale of the Certificate in the case of a U.S.   savings and loan association, and not more than 18 months preceding such date   of sale for a foreign savings and loan association or equivalent institution.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
    ____
  	
  
Broker-dealer.    The Transferee is a dealer registered pursuant to Section 15 of the   Securities Exchange Act of 1934.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
    ____
  	
  
Insurance Company.    The Transferee is an insurance company whose primary and predominant   business activity is the writing of insurance or the reinsuring of risks   underwritten by insurance companies and which is subject to supervision by   the insurance commissioner or a similar official or agency of a State, U.S.   territory or the District of Columbia.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
    ____
  	
  
State or Local Plan.  The Transferee is a plan established and maintained by a State,   its political subdivisions, or any agency or instrumentality of the State or   its political subdivisions, for the benefit of its employees.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
    ____
  	
  
ERISA Plan.    The Transferee is an employee benefit plan within the meaning of Title   I of the Employee Retirement Income Security Act of 1974, as amended.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
    ____
  	
  
Investment Advisor.    The Transferee is an investment advisor registered under the   Investment Advisers Act of 1940.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
____
  	
  
Other.    (Please supply a brief description of the entity and a cross-reference   to the paragraph and subparagraph under subsection (a)(1) of Rule 144A   pursuant to which it qualifies.  Note   that registered investment companies should complete Annex 2 rather than this   Annex 1.)
  





	
  
 
  	
  
          3.          The   term “securities” as used herein does not include (i) securities of issuers   that are affiliated with the Transferee, (ii) securities that are part of an   unsold allotment to or subscription by the Transferee, if the Transferee is a   dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan   participations, (v) repurchase agreements, (vi) securities owned but subject   to a repurchase agreement and (vii) currency, interest rate and commodity   swaps.  For purposes of determining   the aggregate amount of securities owned and/or invested on a discretionary   basis by the Transferee, the Transferee did not include any of the securities   referred to in this paragraph.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          4.          For   purposes of determining the aggregate amount of securities owned and/or   invested on a discretionary basis by the Transferee, the Transferee used the   cost of such securities to the Transferee, unless the Transferee reports its   securities holdings in its financial statements on the basis of their market   value, and no current information
  




G-2-6







	
  
 
  	
  
with respect to the cost of those securities has   been published, in which case the securities were valued at market.  Further, in determining such aggregate   amount, the Transferee may have included securities owned by subsidiaries of   the Transferee, but only if such subsidiaries are consolidated with the Transferee   in its financial statements prepared in accordance with generally accepted   accounting principles and if the investments of such subsidiaries are managed   under the Transferee’s direction.    However, such securities were not included if the Transferee is a   majority-owned, consolidated subsidiary of another enterprise and the   Transferee is not itself a reporting company under the Securities Exchange   Act of 1934.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          5.          The   Transferee acknowledges that it is familiar with Rule 144A and understands   that the parties to which this certification is being made are relying and   will continue to rely on the statements made herein because one or more sales   to the Transferee may be in reliance on Rule 144A.
  





	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  


  	
  
 
  	
  
Will the Transferee be purchasing the Transferred   Certificate only for the Transferee’s own account?
  
	
  
 
  	
  
Yes
  	
  
 
  	
  
No
  	
  
 
  





	
  
 
  	
  
          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







ANNEX 2 TO EXHIBIT G-2


QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


[For Transferees That Are Registered Investment Companies]


          The undersigned hereby certifies as follows to [name of Transferor] (the “Transferor”) and Wells Fargo Bank, N.A., as Certificate Registrar, with respect to the mortgage pass-through certificate being transferred (the “Transferred Certificate”) as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

	
  
 
  	
  
          1.          As   indicated below, the undersigned is the chief financial officer, a person   fulfilling an equivalent function, or other executive officer of the entity   purchasing the Transferred Certificate (the “Transferee”) or, if the   Transferee is a “qualified institutional buyer” as that term is defined in   Rule 144A under the Securities Act of 1933 (“Rule 144A”) because the   Transferee is part of a Family of Investment Companies (as defined below), is   an executive officer of the investment adviser (the “Adviser”).
  
	
  
 
  	
  
 
  
	
   
  	
  
          2.          The   Transferee is a “qualified institutional buyer” as defined in Rule 144A   because (i) the Transferee is an investment company registered under the   Investment Company Act of 1940, and (ii) as marked below, the Transferee   alone owned and/or invested on a discretionary basis, or the Transferee’s   Family of Investment Companies owned, at least $100,000,000 in securities   (other than the excluded securities referred to below) as of the end of the   Transferee’s most recent fiscal year.    For purposes of determining the amount of securities owned by the   Transferee or the Transferee’s Family of Investment Companies, the cost of   such securities was used, unless the Transferee or any member of the   Transferee’s Family of Investment Companies, as the case may be, reports its   securities holdings in
its financial statements on the basis of their market   value, and no current information with respect to the cost of those   securities has been published, in which case the securities of such entity   were valued at market.
  





	
  
 
  	
  
    ____
  	
  
The Transferee owned and/or invested on a   discretionary basis $in securities (other than the excluded securities   referred to below) as of the end of the Transferee’s most recent fiscal year   (such amount being calculated in accordance with Rule 144A).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
    ____
  	
  
The Transferee is part of a Family of Investment   Companies which owned in the aggregate $in securities (other than the   excluded securities referred to below) as of the end of the Transferee’s most   recent fiscal year (such amount being calculated in accordance with Rule   144A).
  
	
  
 
  	
  
 
  	
  
 
  





	
  
 
  	
  
In the case of a Class R-I, Class R-II, or Class Z   Certificate, the Transferee is not an “employee benefit plan” subject to   Title I of ERISA or a “plan” subject to Section 4975 of the Code or any other   retirement plan or other employee benefit plan or arrangement subject to any   federal, state, local, non-U.S. or other law substantively similar to the   foregoing provisions of ERISA or the Code, or any person directly or   indirectly acquiring such Certificate for, on behalf of or with any assets of   any such plan (each, a “Plan”).
  




G-2-8







	
  
 
  	
  
          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 the Transferred   Certificate only for the Transferee’s own account?
  
	
   
  	
  
Yes
  	
  
 
  	
  
No
  	
  
 
  






	
  
 
  	
  
          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







EXHIBIT G-3


FORM OF TRANSFEREE CERTIFICATE


FOR NON-QIBs


[Date]

	
  
Wells Fargo Bank, N.A.
  
	
  
9062 Old Annapolis Road
  
	
  
Columbia, Maryland 21045-1951
  
	
  
Attn:
  	
  
Corporate Trust Services (CMBS) – Wachovia Bank
  
	
  
 
  	
  
Commercial Mortgage Trust, Commercial Mortgage   Pass-Through
  
	
  
 
  	
  
Certificates, Series 2005-C17
  
	
   
  	
  
 
  
	
  
 
  	
  
Re:
  	
  
Wachovia Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
 
  	
  
Commercial Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
 
  	
  
Series 2005-C17 (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 March 30, 2005 (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 March 1, 2005, among Wachovia Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Wachovia Bank, National Association, as master servicer, Allied Capital Corporation, as special servicer and Wells Fargo Bank, N.A., as trustee.  All terms used herein and not otherwise defined
shall have the meanings set forth in the Pooling and Servicing Agreement.  The Transferee hereby certifies, represents and warrants to you, as Certificate Registrar, that:


	
  
 
  	
  
          1.          The   Transferee is acquiring the Transferred Certificate for its own account for   investment and not with a view to or for sale or transfer in connection with   any distribution thereof, in whole or in part, in any manner which would   violate the Securities Act of 1933, as amended (the “Securities Act”),   or any applicable state securities laws.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          2.          The   Transferee understands that (a) the Certificates have not been and will not   be registered under the Securities Act or registered or qualified under any   applicable state securities laws, (b) neither the Depositor nor the Trustee   or the Certificate Registrar is obligated 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)   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 
  



G-3-1






	
  
 
  	
  
(which Opinion of Counsel shall not be an expense of   the Trust Fund or of the Depositor, the Master Servicer, the Special   Servicer, the Trustee or the Certificate Registrar in their respective   capacities as such), together with copies of the certification(s) from the Transferor   and/or Transferee setting forth the facts surrounding the transfer upon which   such opinion is based.  Any holder of   a Certificate desiring to effect such a transfer shall, and upon acquisition   of such Certificate shall be deemed to have agreed to, indemnify the Master   Servicer, the Special Servicer, 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:
  
	
  
 
  	
  
 
  
	
   
  	
  
THE CERTIFICATE HAS NOT BEEN AND WILL NOT BE   REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES   ACT”), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER   DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION   MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR   QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE   POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST   THEREIN SHALL BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE   I OF ERISA, ANY “PLAN” SUBJECT TO SECTION 4975 OF THE CODE OR ANY OTHER   RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY   FEDERAL, STATE, LOCAL, NON–U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE   FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON DIRECTLY OR   INDIRECTLY ACQUIRING SUCH CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF   ANY SUCH PLAN (EACH, A “PLAN”) UNLESS (A) IT IS AN INSURANCE COMPANY   GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS   FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR   PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTE 95-60”) OR (B)   SOLELY IN THE CASE OF A CLASS X, CLASS A-1A, CLASS E, CLASS F, CLASS G OR   CLASS H CERTIFICATE, IT QUALIFIES AS AN
ACCREDITED INVESTOR AS DEFINED IN RULE   501(A)(1) OF REGULATION D UNDER THE SECURITIES ACT AND ITS ACQUISITION AND   HOLDING OF SUCH CERTIFICATE SATISFIES ALL THE REQUIREMENTS OF AND IS COVERED   BY THE EXEMPTIONS AS IN EFFECT AT THE TIME OF SUCH TRANSFER. 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.
  



G-3-2






	
  
 
  	
  
[In the case of Class R-I, Class R-II or Class Z   Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL   BE MADE TO ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO TITLE I OF ERISA, ANY   “PLAN” SUBJECT TO SECTION 4975 OF THE CODE OR ANY OTHER RETIREMENT PLAN OR   OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE,   LOCAL, NON–U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING   PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON DIRECTLY OR INDIRECTLY   ACQUIRING SUCH CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH   PLAN (EACH, A “PLAN”).  EACH   PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT   THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS   CERTIFICATE IN VIOLATION OF THE FOREGOING.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          4.          Neither   the Transferee nor anyone acting on its behalf has (a) offered, pledged,   sold, disposed of or otherwise transferred any Certificate, any interest in   any Certificate or any other similar security to any person in any manner,   (b) solicited any offer to buy or accept a pledge, disposition or other   transfer of any Certificate, any interest in any Certificate or any other   similar security from any person in any manner, (c) otherwise approached or   negotiated with respect to any Certificate, any interest in any Certificate   or any other similar security with any person in any manner, (d) made any   general solicitation by means of general advertising or in any other manner,   or (e) taken any other action, that (in the case of any of the acts described   in clauses (a) through (e) above) would constitute a distribution of any
Certificate under the Securities Act, would render the disposition of any   Certificate a violation of Section 5 of the Securities Act or any state   securities law or would require registration or qualification of any Certificate   pursuant thereto.  The Transferee will   not act, nor has it authorized or will it authorize any person to act, in any   manner set forth in the foregoing sentence with respect to any Certificate.
  
	
   
  	
  
 
  
	
  
 
  	
  
          5.          The   Transferee has been furnished with all information regarding (a) the   Depositor, (b) the Certificates and distributions thereon, (c) the Pooling   and Servicing Agreement, and (d) all related matters, that it has requested.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          6.          The   Transferee has been furnished a copy of the Private Placement Memorandum   dated March 18, 2005 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 A-1A, Class E, Class F, Class G, Class H, Class X-P or Class X-C Certificates, the Transferee either (A) is not an “employee benefit plan”




G-3-3






	
  
 
  	
  
 subject to Title I of ERISA or a “plan” subject to   Section 4975 of the Code or any other retirement plan or other employee   benefit plan or arrangement subject to any federal, state or local, non-U.S.   or other law substantively similar to the foregoing provisions of ERISA or   the Code, or any Person directly or indirectly acquiring such Certificate   for, on behalf of or with any assets of any such plan (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 the Transferee’s acquisition and   holding of such Certificate satisfies all the requirements of and is
covered
 by 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, exemptive relief under 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”   subject to Section 4975 of the Code, or any other retirement plan or other   employee benefit plan or arrangement subject to any federal, state, local   non-U.S. or other law substantively similar to the foregoing provisions of   ERISA or the Code, or any Person acting on behalf of or with any assets of   the foregoing (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).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
—
  	
  
 
  	
  
2*The Transferee is not a U.S.   Person and under applicable law in effect on the date hereof, no taxes will   be required to be withheld by the Trustee (or its agent) with respect to   distributions to be made on the Transferred Certificate.  The Transferee has attached hereto (i) a   duly executed IRS Form W-8BEN (or successor form), which identifies such   Transferee as the beneficial owner of the Transferred Certificate and states   that such Transferee is not a U.S. Person, (ii) two duly executed copies of   IRS Form W-8IMY (with all the appropriate attachments),  or (iii) two duly executed copies of IRS   Form W-8ECI (or successor form), which identify such Transferee as the   beneficial owner of the Transferred Certificate and state that interest and   original issue discount on the Transferred Certificate and Permitted   Investments is, or is expected to be, effectively connected with a U.S. trade   or business.  The Transferee
agrees to   provide to the Certificate Registrar updated IRS Form W-8BEN, IRS Form W-8IMY   or IRS Form W-8ECI, as the case may be, any applicable successor IRS forms,   or such other certifications as the Certificate Registrar may reasonably   request, on or before the date that any such IRS form or certification   expires or becomes obsolete, or promptly after the occurrence of any event   requiring a 
  





	
  


  
	
  
2          Does   not apply to Class R-I or Class R-II Certificates.
  




G-3-4






	  
	  
	 a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.





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

	
  
 
  	
  
Very truly yours,
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
(Transferee)
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




G-3-5







EXHIBIT H


FORM OF TRANSFEREE CERTIFICATE


[Date]

	
  
Wells Fargo Bank, N.A.
  
	
  
9062 Old Annapolis Road
  
	
  
Columbia, Maryland 21045-1951
  
	
  
Attn:
  	
  
Corporate Trust Services (CMBS)
   Wachovia Bank Commercial Mortgage Trust,
   Commercial Mortgage Pass-Through Certificates, Series 2005-C17
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
Re:
  	
  
Wachovia Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
 
  	
  
Commercial Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
 
  	
  
Series 2005-C17 (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 March 30, 2005 (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 March 1, 2005 (the “Pooling and Servicing Agreement”), among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank, National Association, as master servicer, Allied Capital Corporation, as special servicer and Wells Fargo Bank, N.A., as trustee (the “Trustee”).  Capitalized terms used but
not defined herein shall have the meanings set forth in the Pooling and Servicing Agreement.  The Transferee hereby certifies, represents and warrants to you that:


          In the case of a Class A-1, Class A-2, Class A-3, Class A-PB, Class A-4, Class A-1A, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class X-P or Class X-C Certificate, the Transferee either (A) is not an “employee benefit plan” subject to Title I of ERISA or a “plan” subject to Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement subject to any federal, state, local, non–U.S. or other law substantively similar to the foregoing provisions of ERISA or the Code, or any Person directly or indirectly acquiring such Certificate for, on behalf of or with any assets of any such plan (each, a “Plan”) or (B) (1) solely in the case of a Class X, Class A-1A, Class E, Class F, Class G or Class H Certificate, it qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities


Act and the Transferee’s acquisition and holding of such Certificate satisfies all the requirements of and is covered by 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, 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 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” subject to Section 4975 of the Code, or any other retirement plan or other 


H-1







employee benefit plan or arrangement subject to any federal, state, local, non–U.S. or other law substantively similar to the foregoing provisions of ERISA or the Code, or any Person directly or indirectly acquiring such Certificate for, on behalf of or with any assets of any such plan (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, or Class Z Certificate, the Transferee is not an “employee benefit plan” subject to Title I of ERISA or a “plan” described by Section 4975 of the Code or any other retirement plan or other employee benefit plan or arrangement subject to any federal, state, local, non–U.S. or other law substantially similar to the foregoing provisions of ERISA and the Code, or any person directly or indirectly acquiring such Certificate for, on behalf of or with any assets of any such plan (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







EXHIBIT I-1


FORM OF TRANSFER AFFIDAVIT AND AGREEMENT


PURSUANT TO SECTION 5.02(d)(i)(B)

	
  
STATE OF NORTH CAROLINA
  	
  
)
  
	
  
 
  	
  
) ss.:
  
	
  
COUNTY OF MECKLENBURG
  	
  
)
  




 


                    [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 2005-C17, 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 March 1, 2005, among Wachovia Commercial Mortgage   Securities, Inc., as Depositor, Wachovia Bank, National Association, as   Master Servicer, Allied Capital Corporation, as Special Servicer and Wells   Fargo Bank, N.A., as Trustee.


	
  
 
  	
  
 
  
	
  
 
  	
  
          2.          That   the Owner (i) is and will be a “Permitted Transferee” as of ________, _______   and (ii) is acquiring the Class [R-I] [R-II] Certificates for its own account   or for the account of another Owner from which it has received an affidavit   in substantially the same form as this affidavit.  A “Permitted Transferee” is any person other than a   Disqualified Organization, a Plan or a Non-United States Person.  For this purpose, a “Disqualified   Organization” means any of the following: (i) the United States or a   possession thereof, any State or any political subdivision thereof, or any   agency or instrumentality of any of the foregoing (other than an instrumentality   which is a corporation if all of its activities are subject to tax and,   except for FHLMC, a majority of its board of
directors is not selected by any   such governmental unit), (ii) a foreign government, international   organization, or any agency or instrumentality of either of the foregoing,   (iii) any organization (except certain farmers’ cooperatives described in   Section 521 of the Internal Revenue Code of 1986, as amended (the “Code”))   which is exempt from the tax imposed by Chapter 1 of the Code (unless such   organization is subject to the tax imposed by Section 511 of the Code on   unrelated business taxable income), (iv) rural electric and telephone   cooperatives described in Section 1381 of the Code or (v) any other Person so   designated by the Trustee or the Certificate Registrar based upon an Opinion   of Counsel that the holding of an Ownership Interest in a Class [R-I] [R-II]   Certificate by such Person may cause the Trust Fund or any Person having an   Ownership Interest in any Class of Certificates, other than such Person, to   incur a liability for any federal tax
imposed under the Code that would not   otherwise be imposed but for the Transfer of an Ownership Interest in a Class   [R-I] [R-II] Certificate to such Person.    The terms “United States”, “State” and “international   organization” shall have the meanings set forth in Section 7701 of the   Code or successor provisions.
  



I-1-1






	
  
 
  	
  
          3.          A   “Non-United States Person” is any Person (i) other than a United   States Person or (ii) who is a United States Person with respect to whom   income on the Class [R-I] [R-II] Certificate is allocable to a foreign   permanent establishment or fixed base (within the meaning of an applicable   income tax treaty) of such Person or any other United States Person.  A “United States Person” is a   citizen or resident of the United States, a corporation or partnership   (including an entity treated as a corporation or partnership for federal   income tax purposes) created or organized in, or under the laws of the United   States, any State thereof or the District of Columbia unless, in the case of   a partnership, Treasury Regulations are adopted that provide otherwise, an   estate whose income is includable
in gross income for United States federal   income tax purposes regardless of its source, or a trust if a court within   the United States is able to exercise primary supervision over the   administration of the trust and one or more United States Persons have the   authority to control all substantial decisions of the trust, all within the   meaning of Section 7701(a)(30) of the Code or, to the extent provided in   applicable Treasury regulations, certain trusts in existence on August 20,   1996, that are eligible to elect to elect to be treated as United States   Persons.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          4.          That   the Owner is aware (i) of the tax that would be imposed on transfers of the   Class [R-I] [R-II] Certificates to Disqualified Organizations under the Code   that applies to all transfers of the Class [R-I] [R-II] Certificates after March   31, 1988; (ii) that such tax would be on the transferor, or, if such transfer   is through an agent (which person includes a broker, nominee or middleman)   for a Disqualified Organization Transferee, on the agent; (iii) that the   person otherwise liable for the tax shall be relieved of liability for the   tax if the transferee furnishes to such person an affidavit that the   transferee is not a Disqualified Organization and, at the time of transfer,   such person does not have actual knowledge that the affidavit is false; and   (iv) that the Class [R-I] [R-II] Certificates may be “non-economic
residual   interests” within the meaning of Treasury regulation section 1.860E-1(c)(2)   and that the transferor of a “non-economic residual interest” will remain   liable for any taxes due with respect to the income on such residual   interest, unless no significant purpose of the transfer is to enable the   transferor to impede the assessment or collection of tax.
  
	
   
  	
  
 
  
	
  
 
  	
  
          5.          That   the Owner is aware of the tax imposed on a “pass-through entity” holding the   Class [R-I] [R-II] Certificates if at any time during the taxable year of the   pass-through entity a non-Permitted Transferee is the record holder of an   interest in such entity.  For this   purpose, a “pass through entity” includes a regulated investment   company, a real estate investment trust or common trust fund, a partnership,   trust or estate, and certain cooperatives.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          6.          That   the Owner is aware that the Certificate Registrar will not register the   transfer of any Class [R-I] [R-II] Certificate unless the transferee, or the   transferee’s agent, delivers to the Trustee, among other things, an affidavit   in substantially the same form as this affidavit.  The Owner expressly agrees that it will not consummate any such   transfer if it knows or believes that any of the representations contained in   such affidavit and agreement are false.
  




I-1-2






	
   
  	
  
          7.          That   the Owner consents to any additional restrictions or arrangements that shall   be deemed necessary upon advice of counsel to constitute a reasonable   arrangement to ensure that the Class [R-I] [R-II] Certificates will only be   owned, directly or indirectly, by Permitted Transferees.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          8.          That   the Owner’s taxpayer identification number is _____________.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          9.          That   the Owner has reviewed the restrictions set forth on the face of the Class   [R-I] [R-II] Certificates and the provisions of Section 5.02 of the Pooling   and Servicing Agreement under which the Class [R-I] [R-II] Certificates were   issued (and, in particular, the Owner is aware that such Section authorizes   the Trustee to deliver payments to a person other than the Owner and   negotiate a mandatory sale by the Trustee in the event that the Owner holds   such Certificate in violation of Section 5.02); and that the Owner expressly   agrees to be bound by and to comply with such restrictions and provisions.
  
	
  
 
  	
  
 
  
	
   
  	
  
          10.          That   the Owner is not acquiring and will not transfer the Class [R-I] [R-II]   Certificates in order to impede the assessment or collection of any tax.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          11.          That   the Owner has historically paid its debts as they have come due, intends to   continue to pay its debts as they come due in the future, and anticipates   that it will, so long as it holds any of the Class [R-I] [R-II] Certificates,   have sufficient assets to pay any taxes owed by the holder of such Class   [R-I] [R-II] Certificates.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          12.          That   the Owner has no present knowledge that it may become insolvent or subject to   a bankruptcy proceeding for so long as it holds any of the Class [R-I] [R-II]   Certificates.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          13.          That   the Owner has no present knowledge or expectation that it will be unable to   pay any United States taxes owed by it so long as any of the Certificates   remain outstanding.  In this regard,   the Owner hereby represents to and for the benefit of the Person from whom it   acquired the Class [R-I] [R-II] Certificates that the Owner intends to pay   taxes associated with holding the Class [R-I] [R-II] Certificates as they   become due, fully understanding that it may incur tax liabilities in excess   of any cash flows generated by the Class [R-I] [R-II] Certificates.
  
	
   
  	
  
 
  
	
  
 
  	
  
          14.          That   the Owner is not acquiring the Class [R-I] [R-II] Certificates with the   intent to transfer any of the Class [R-I] [R-II] Certificates to any person   or entity that will not have sufficient assets to pay any taxes owed by the   holder of such Class [R-I] [R-II] Certificates, or that may become insolvent   or subject to a bankruptcy proceeding, for so long as the Class [R-I] [R-II]   Certificates remain outstanding.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          15.          That   the Owner will, in connection with any transfer that it makes of the Class   [R-I] [R-II] Certificates, obtain from its transferee the representations   required by Section 5.02(d) of the Pooling and Servicing Agreement under   which the Class [R-I] [R-II] Certificates were issued and will not consummate   any such transfer if it knows, or knows facts that should lead it to believe,   that any such representations are false.
  




I-1-3






	
  
 
  	
  
          16.          That   the Owner will, in connection with any transfer that it makes of any Class   [R-I] [R-II] Certificate, deliver to the Certificate Registrar an affidavit,   which represents and warrants that it is not transferring such Class [R-I]   [R-II] Certificate to impede the assessment or collection of any tax and that   it has no actual knowledge that the proposed transferee:  (i) has insufficient assets to pay any   taxes owed by such transferee as holder of such Class [R-I] [R-II]   Certificate; (ii) may become insolvent or subject to a bankruptcy proceeding,   for so long as the Class [R-I] [R-II] Certificates remain outstanding; and   (iii) is not a “Permitted Transferee”.
  
	
   
  	
  
 
  
	
  
 
  	
  
          17.          Check   the applicable paragraph:
  
	
  
 
  	
  
 
  
	
  
                    
 ̈          The   present value of the anticipated tax liabilities associated with holding the   [R-I] [R-II] Certificate, as applicable, does not exceed the sum of:
  





	
  
 
  	
  
(i)
  	
  
the present value of any consideration given to the   Owner to acquire such [R-I] [R-II] Certificate;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(ii)
  	
  
the present value of the expected future   distributions on such [R-I] [R-II] Certificate; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iii)
  	
  
the present value of the anticipated tax savings   associated with holding such [R-I] [R-II] Certificate as the related REMIC   generates losses.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
          For   purposes of this calculation, (i) the Owner is assumed to pay tax at the   highest rate currently specified in Section 11(b) of the Code (but the tax   rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest   rate specified in Section 11(b) of the Code if the Owner has been subject to   the alternative minimum tax under Section 55 of the Code in the preceding two   years and will compute its taxable income in the current taxable year using   the alternative minimum tax rate) and (ii) present values are computed using   a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)   of the Code for the month of the transfer and the compounding period used by   the Owner.
  
	
  
 
  	
  
 
  	
  
 
  
	
                      
 ̈          The   transfer of the [R-I] [R-II] Certificate complies with U.S. Treasury   Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(iv)
  	
  
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;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(v)
  	
  
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;
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(vi)
  	
  
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
  




I-1-4






	
  
 
  	
  
(vii)
  	
  
the Owner determined the consideration paid to it to   acquire the [R-I] [R-II] Certificate based on reasonable market assumptions   (including, but not limited to, borrowing and investment rates, prepayment   and loss assumptions, expense and reinvestment assumptions, tax rates and   other factors specific to the Owner) that it has determined in good faith.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 ̈          None   of the above.
  



I-1-5







          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







EXHIBIT I-2


FORM OF TRANSFEROR CERTIFICATE


PURSUANT TO SECTION 5.02(d)(i)(D)


[Date]

	
  
Wells Fargo Bank, N.A.
  
	
  
9062 Old Annapolis Road
  
	
  
Columbia, Maryland 21045-1951
  
	
  
Attn:
  	
  
Corporate Trust Services (CMBS)
   Wachovia Bank Commercial Mortgage Trust,
   Commercial Mortgage Pass-Through Certificates, Series 2005-C17
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
Re:
  	
  
Wachovia Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
 
  	
  
Commercial Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
 
  	
  
Series 2005-C17, 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 March 1, 2005, among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank, National Association, as master servicer, Allied Capital Corporation, as special servicer and Wells Fargo Bank, N.A., as trustee.  All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.  The Transferor hereby represents and warrants to you, as Certificate Registrar, that:


	
  
 
  	
  
          1.          No   purpose of the Transferor relating to the transfer of the Class [R-I] [R-II]   Certificates by the Transferor to the Transferee is or will be to impede the   assessment or collection of any tax.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          2.          The   Transferor understands that the Transferee has delivered to you a Transfer   Affidavit and Agreement in the form attached to the Pooling and Servicing   Agreement as Exhibit I-1.  The   Transferor does not know or believe that any representation contained therein   is false.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          3.          The   Transferor at the time of this transfer has conducted a reasonable   investigation of the financial condition of the Transferee as contemplated by   Treasury regulation section 1.860E-1(c)(4)(i) and, as a result of that   investigation, the Transferor has determined that the Transferee has   historically paid its debts as they became due and has found no significant   evidence to indicate that the Transferee will not continue to pay its debts   as they become due in the future.
  



I-2-1






	
  
 
  	
  
          4.          The   Transferor understands that the transfer of the Class [R-I] [R-II]   Certificates may not be respected for United States income tax purposes (and   the Transferor may continue to be liable for United States income taxes   associated therewith) unless the test described above in Paragraph 3 has been   met as to any transfer.
  





	
  
 
  	
  
Very truly yours,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




I-2-2







EXHIBIT J-1


FORM OF NOTICE AND ACKNOWLEDGMENT


[Date]


Standard & Poor’s Rating Services,
 a division of The McGraw-Hill Companies, Inc.
 55 Water Street
 New York, New York  10041
 Attention: CMBS Surveillance Group


Moody’s Investors Service, Inc.
 99 Church Street
 New York, New York  10007
 Attention: Commercial Mortgage Surveillance


Fitch, Inc.
 One State Street Plaza
 New York, New York  10004
 Attention: Commercial Mortgage Surveillance


Ladies and Gentlemen:


          This notice is being delivered pursuant to Section 6.09 of the Pooling and Servicing Agreement (the “Agreement”) dated as of March 1, 2005 relating to Wachovia Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17.  Any term with initial capital letters not otherwise defined in this notice has the meaning given such term in the Agreement.


          Notice is hereby given that the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class have designated ___________________ to serve as the Special Servicer under the Agreement.


          The designation of ____________________ as Special Servicer will become final if certain conditions are met and on the date you will deliver to Wells Fargo Bank, N.A., the trustee under the Agreement (the “Trustee”), a written confirmation stating that the appointment of the person designated to become the Special Servicer will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates.


          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.


J-1-1






	
   
  	
  
Very truly yours,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
WELLS FARGO   BANK, N.A.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
   
  	
  
Title:
  	
  
 
  




Receipt and acknowledged:

	
  
STANDARD & POOR’s RATING SERVICES
  	
  
 
  	
  
MOODY’s INVESTORS SERVICE, INC.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  By:
  	
  
 
  	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  


  
	
  
Title:
  	
  
 
  	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  


  
	
  
Date:
  	
  
 
  	
  
 
  	
  
Date:
  	
  
 
  
	
   
  	

  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
FITCH, INC.
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
Title:
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
Date:
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  



J-1-2







EXHIBIT J-2


FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951


Attn:     Corporate Trust Services (CMBS)
 Wachovia Bank Commercial Mortgage Trust,
 Commercial Mortgage Pass-Through Certificates, 
 Series 2005-C17


Ladies & Gentlemen:


          Pursuant to Section 6.09 of the Pooling and Servicing Agreement dated as of March 1, 2005 relating to Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17 (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







EXHIBIT K-1


FORM OF CERTIFICATEHOLDER CONFIRMATION CERTIFICATE


REQUEST BY BENEFICIAL HOLDER


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951


Attn:       Corporate Trust Services (CMBS)
 Wachovia Bank Commercial Mortgage Trust,
 Commercial Mortgage Pass-Through Certificates,
 Series 2005-C17


Wachovia Bank, National Association
 8739 Research Drive – URP4
 Charlotte, North Carolina  28288


Allied Capital Corporation
 1919 Pennsylvania Avenue, 3rd Floor
 Washington, D.C. 20006
 Attention:  Jordan Paul

	
  
 
  	
  
Re:
  	
  
Wachovia Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
 
  	
  
Commercial Mortgage Pass-Through Certificates,   Series 2005-C17
  



          In accordance with Section 3.15 of the Pooling and Servicing Agreement dated as of March 1, 2005 (the “Pooling and Servicing Agreement”), among Wachovia Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Wachovia Bank, National Association, as master servicer (the “Master Servicer”), Allied Capital Corporation, as special servicer (the “Special Servicer”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), with respect to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17 (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, 
  




K-1-1






	
  
 
  	
  
employees, agents or representatives (collectively,   the “Representatives”) in any manner whatsoever, in whole or in part;   provided that the undersigned may provide all or any part of the Information   to any other person or entity that holds or is contemplating the purchase of   any Certificate or interest therein, but only if such person or entity   confirms in writing such ownership interest or prospective ownership interest   and agrees to keep it confidential.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          4.          The   undersigned will not use or disclose the Information in any manner which   could result in a violation of any provision of the Securities Act of 1933,   as amended, (the “Securities Act”), or the Securities Exchange Act of   1934, as amended, or would require registration of any Certificate pursuant   to Section 5 of the Securities Act.
  
	
   
  	
  
 
  
	
  
 
  	
  
          5.          The   undersigned shall be fully liable for any breach of this agreement by itself   or any of its Representatives and shall indemnify the Depositor, the Trustee,   the Master Servicer, the Special Servicer and the Trust for any loss,   liability or expense incurred thereby with respect to any such breach by the   undersigned or any of its Representatives.
  




          IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.

	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
   
 	
  
BENEFICIAL HOLDER OF A
   CERTIFICATE
  
	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Phone:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  



K-1-2







EXHIBIT K-2


FORM OF PROSPECTIVE PURCHASER CERTIFICATE


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951

	
  
Attn:
  	
  
Corporate Trust Services (CMBS)
  
	
  
 
  	
  
Wachovia Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
Series 2005-C17
  




Wachovia Bank, National Association
 8739 Research Drive – URP4
 Charlotte, North Carolina  28288

	
  
Attention:
  	
  
Wachovia Bank Commercial Mortgage Trust, Commercial   Mortgage
  
	
   
  	
  
Pass-Through Certificates, Series 2005-C17
  




Allied Capital Corporation
 1919 Pennsylvania Avenue, 3rd Floor
 Washington, D.C. 20006
 Attention:  Jordan Paul

	
  
 
  	
  
Re:
  	
  
Wachovia Bank Commercial Mortgage Trust
  
	
  
 
  	
  
 
  	
  
Commercial Mortgage Pass-Through Certificates,
  
	
  
 
  	
  
 
  	
  
Series 2005-C17 (the “Certificates”)
  




          In accordance with Section 3.15 of the Pooling and Servicing Agreement, dated as of March 1, 2005 (the “Pooling and Servicing Agreement”), among Wachovia Commercial Mortgage Securities, Inc., as depositor (the “Depositor”), Wachovia Bank, National Association, as master servicer (the “Master Servicer”), Allied Capital Corporation, as special servicer (the “Special Servicer”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), with respect to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C17 (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.
  




K-2-1






	
  
 
  	
  
          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.
  
	
   
  	
  
 
  
	
  
 
  	
  
          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.

	
  
 
  	
  
 
  
	
   
  	
  


  




K-2-2






	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
[PROSPECTIVE PURCHASER]
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Title:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Phone:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  




K-2-3







EXHIBIT L


INITIAL COMPANION HOLDERS

	
  Name:
  	
  
Wachovia Bank, National Association, with respect to   the One & Two International Place Companion Loan.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Address:             301 South College Street, Charlotte, North Carolina 28288-0166
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax Identification Number:
  
	
  
 
  	
  
 
  
	
  
Name:
  	
  
Wachovia Bank, National Association, with respect to   the 450 West 33rd Street Companion Loan.
  
	
  
 
  	
  
 
  
	
   
  	
  
Address:          301   South College Street, Charlotte, North Carolina 28288-0166
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax Identification Number:
  
	
  
 
  	
  
 
  
	
  
Name:
  	
  
The Travelers Insurance Company, with respect to the   Great Wolf Resorts Companion Loan.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Address:          c/o   Citigroup Investments Inc., 242 Trumbull Street – 7TS, Hartford, CT   06115-0449
  
	
  
 
  	
  
 
  
	
   
  	
  
Wiring Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax Identification Number:
  
	
  
 
  	
  
 
  
	
  
Name:
  	
  
MONY B-Note Value Fund, L.P., with respect to the   Cabrillo Palisades Companion Loan.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Address:          c/o   MONY Realty Capital, Inc., 10475 Park Meadows Drive, Suite 500, Littleton, CO   80124
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring Instructions:
  
	
  
 
  	
  
 
  
	
   
  	
  
Tax Identification Number:
  
	
  
 
  	
  
 
  
	
  
Name:
  	
  
Capital Lease Funding, LLC, with respect to the   Cadbury Schweppes Companion Loan.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Address:          110   Maiden Lane, 36th Floor, New York, NY 10005
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax Identification Number:
  




L-1






	
  
Name:
  	
  
Wachovia Bank, National Association, with respect to   the Firewheel Corners Shopping Center Companion Loan.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Address:          301   South College Street, Charlotte, North Carolina 28288-0166
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax Identification Number:
  
	
  
 
  	
  
 
  
	
  
Name:
  	
  
CBA Mezzanine Capital Finance, LLC, with respect to   each of the Marathon Center Companion Loan, the Market Fair Shopping Center   Companion Loan and the Kmart Plaza Shopping Center Companion Loan.
  
	
   
  	
  
 
  
	
  
 
  	
  
Address:          51   JFK Parkway, Fourth Floor East, Short Hills, NJ 07078
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Wiring Instructions:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
Tax Identification Number:
  




L-2







EXHIBIT M


CLASS X-P REFERENCE RATE



CLASS X-P REFERENCE RATE SCHEDULE


	
  Interest Accrual
   Period
  	
   
 	
  
Distribution
   Date
  	
   
 	
  
Class X-P 

Reference Rate
  	
   
 	
  
Interest   Accrual Period
  	
   
 	
  
Distribution
   Date
  	
   
 	
  
Class X-P
   Reference Rate
  	
   
 
	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 
	
  1
  	
  
 
  	
  
 
  	
  
4/15/2005
  	
  
 
  	
  
 
  	
  
5.56475
  	
  
%
  	
  
 
  	
  
43
  	
  
 
  	
  
 
  	
  
10/15/2008
  	
  
 
  	
  
 
  	
  
5.38089
  	
  
%
  
	
  
2
  	
  
 
  	
  
 
  	
  
5/15/2005
  	
  
 
  	
  
 
  	
  
5.38387
  	
  
%
  	
  
 
  	
  
44
  	
  
 
  	
  
 
  	
  
11/15/2008
  	
  
 
  	
  
 
  	
  
5.56161
  	
  
%
  
	
  3
  	
  
 
  	
  
 
  	
  
6/15/2005
  	
  
 
  	
  
 
  	
  
5.56470
  	
  
%
  	
  
 
  	
  
45
  	
  
 
  	
  
 
  	
  
12/15/2008
  	
  
 
  	
  
 
  	
  
5.38082
  	
  
%
  
	
  
4
  	
  
 
  	
  
 
  	
  
7/15/2005
  	
  
 
  	
  
 
  	
  
5.38383
  	
  
%
  	
  
 
  	
  
46
  	
  
 
  	
  
 
  	
  
1/15/2009
  	
  
 
  	
  
 
  	
  
5.38077
  	
  
%
  
	
  5
  	
  
 
  	
  
 
  	
  
8/15/2005
  	
  
 
  	
  
 
  	
  
5.56466
  	
  
%
  	
  
 
  	
  
47
  	
  
 
  	
  
 
  	
  
2/15/2009
  	
  
 
  	
  
 
  	
  
5.38074
  	
  
%
  
	
  
6
  	
  
 
  	
  
 
  	
  
9/15/2005
  	
  
 
  	
  
 
  	
  
5.56464
  	
  
%
  	
  
 
  	
  
48
  	
  
 
  	
  
 
  	
  
3/15/2009
  	
  
 
  	
  
 
  	
  
5.38138
  	
  
%
  
	
  7
  	
  
 
  	
  
 
  	
  
10/15/2005
  	
  
 
  	
  
 
  	
  
5.38373
  	
  
%
  	
  
 
  	
  
49
  	
  
 
  	
  
 
  	
  
4/15/2009
  	
  
 
  	
  
 
  	
  
5.56140
  	
  
%
  
	
  
8
  	
  
 
  	
  
 
  	
  
11/15/2005
  	
  
 
  	
  
 
  	
  
5.56452
  	
  
%
  	
  
 
  	
  
50
  	
  
 
  	
  
 
  	
  
5/15/2009
  	
  
 
  	
  
 
  	
  
5.38060
  	
  
%
  
	
  9
  	
  
 
  	
  
 
  	
  
12/15/2005
  	
  
 
  	
  
 
  	
  
5.38360
  	
  
%
  	
  
 
  	
  
51
  	
  
 
  	
  
 
  	
  
6/15/2009
  	
  
 
  	
  
 
  	
  
5.56276
  	
  
%
  
	
  
10
  	
  
 
  	
  
 
  	
  
1/15/2006
  	
  
 
  	
  
 
  	
  
5.38349
  	
  
%
  	
  
 
  	
  
52
  	
  
 
  	
  
 
  	
  
7/15/2009
  	
  
 
  	
  
 
  	
  
5.38193
  	
  
%
  
	
  11
  	
  
 
  	
  
 
  	
  
2/15/2006
  	
  
 
  	
  
 
  	
  
5.38339
  	
  
%
  	
  
 
  	
  
53
  	
  
 
  	
  
 
  	
  
8/15/2009
  	
  
 
  	
  
 
  	
  
5.56267
  	
  
%
  
	
  
12
  	
  
 
  	
  
 
  	
  
3/15/2006
  	
  
 
  	
  
 
  	
  
5.38363
  	
  
%
  	
  
 
  	
  
54
  	
  
 
  	
  
 
  	
  
9/15/2009
  	
  
 
  	
  
 
  	
  
5.56263
  	
  
%
  
	
  13
  	
  
 
  	
  
 
  	
  
4/15/2006
  	
  
 
  	
  
 
  	
  
5.56398
  	
  
%
  	
  
 
  	
  
55
  	
  
 
  	
  
 
  	
  
10/15/2009
  	
  
 
  	
  
 
  	
  
5.38180
  	
  
%
  
	
  
14
  	
  
 
  	
  
 
  	
  
5/15/2006
  	
  
 
  	
  
 
  	
  
5.38304
  	
  
%
  	
  
 
  	
  
56
  	
  
 
  	
  
 
  	
  
11/15/2009
  	
  
 
  	
  
 
  	
  
5.56289
  	
  
%
  
	
  15
  	
  
 
  	
  
 
  	
  
6/15/2006
  	
  
 
  	
  
 
  	
  
5.56375
  	
  
%
  	
  
 
  	
  
57
  	
  
 
  	
  
 
  	
  
12/15/2009
  	
  
 
  	
  
 
  	
  
5.38407
  	
  
%
  
	
  
16
  	
  
 
  	
  
 
  	
  
7/15/2006
  	
  
 
  	
  
 
  	
  
5.38282
  	
  
%
  	
  
 
  	
  
58
  	
  
 
  	
  
 
  	
  
1/15/2010
  	
  
 
  	
  
 
  	
  
5.38482
  	
  
%
  
	
  17
  	
  
 
  	
  
 
  	
  
8/15/2006
  	
  
 
  	
  
 
  	
  
5.56352
  	
  
%
  	
  
 
  	
  
59
  	
  
 
  	
  
 
  	
  
2/15/2010
  	
  
 
  	
  
 
  	
  
5.39312
  	
  
%
  
	
  
18
  	
  
 
  	
  
 
  	
  
9/15/2006
  	
  
 
  	
  
 
  	
  
5.56342
  	
  
%
  	
  
 
  	
  
60
  	
  
 
  	
  
 
  	
  
3/15/2010
  	
  
 
  	
  
 
  	
  
5.40334
  	
  
%
  
	
  19
  	
  
 
  	
  
 
  	
  
10/15/2006
  	
  
 
  	
  
 
  	
  
5.38249
  	
  
%
  	
  
 
  	
  
61
  	
  
 
  	
  
 
  	
  
4/15/2010
  	
  
 
  	
  
 
  	
  
5.57846
  	
  
%
  
	
  
20
  	
  
 
  	
  
 
  	
  
11/15/2006
  	
  
 
  	
  
 
  	
  
5.56318
  	
  
%
  	
  
 
  	
  
62
  	
  
 
  	
  
 
  	
  
5/15/2010
  	
  
 
  	
  
 
  	
  
5.39714
  	
  
%
  
	
  21
  	
  
 
  	
  
 
  	
  
12/15/2006
  	
  
 
  	
  
 
  	
  
5.38227
  	
  
%
  	
  
 
  	
  
63
  	
  
 
  	
  
 
  	
  
6/15/2010
  	
  
 
  	
  
 
  	
  
5.57841
  	
  
%
  
	
  
22
  	
  
 
  	
  
 
  	
  
1/15/2007
  	
  
 
  	
  
 
  	
  
5.38215
  	
  
%
  	
  
 
  	
  
64
  	
  
 
  	
  
 
  	
  
7/15/2010
  	
  
 
  	
  
 
  	
  
5.39709
  	
  
%
  
	
  23
  	
  
 
  	
  
 
  	
  
2/15/2007
  	
  
 
  	
  
 
  	
  
5.38205
  	
  
%
  	
  
 
  	
  
65
  	
  
 
  	
  
 
  	
  
8/15/2010
  	
  
 
  	
  
 
  	
  
5.57835
  	
  
%
  
	
  
24
  	
  
 
  	
  
 
  	
  
3/15/2007
  	
  
 
  	
  
 
  	
  
5.38242
  	
  
%
  	
  
 
  	
  
66
  	
  
 
  	
  
 
  	
  
9/15/2010
  	
  
 
  	
  
 
  	
  
5.57833
  	
  
%
  
	
  25
  	
  
 
  	
  
 
  	
  
4/15/2007
  	
  
 
  	
  
 
  	
  
5.56267
  	
  
%
  	
  
 
  	
  
67
  	
  
 
  	
  
 
  	
  
10/15/2010
  	
  
 
  	
  
 
  	
  
5.39701
  	
  
%
  
	
  
26
  	
  
 
  	
  
 
  	
  
5/15/2007
  	
  
 
  	
  
 
  	
  
5.38182
  	
  
%
  	
  
 
  	
  
68
  	
  
 
  	
  
 
  	
  
11/15/2010
  	
  
 
  	
  
 
  	
  
5.57827
  	
  
%
  
	
  27
  	
  
 
  	
  
 
  	
  
6/15/2007
  	
  
 
  	
  
 
  	
  
5.56254
  	
  
%
  	
  
 
  	
  
69
  	
  
 
  	
  
 
  	
  
12/15/2010
  	
  
 
  	
  
 
  	
  
5.39695
  	
  
%
  
	
  
28
  	
  
 
  	
  
 
  	
  
7/15/2007
  	
  
 
  	
  
 
  	
  
5.38169
  	
  
%
  	
  
 
  	
  
70
  	
  
 
  	
  
 
  	
  
1/15/2011
  	
  
 
  	
  
 
  	
  
5.39692
  	
  
%
  
	
  29
  	
  
 
  	
  
 
  	
  
8/15/2007
  	
  
 
  	
  
 
  	
  
5.56241
  	
  
%
  	
  
 
  	
  
71
  	
  
 
  	
  
 
  	
  
2/15/2011
  	
  
 
  	
  
 
  	
  
5.39689
  	
  
%
  
	
  
30
  	
  
 
  	
  
 
  	
  
9/15/2007
  	
  
 
  	
  
 
  	
  
5.56235
  	
  
%
  	
  
 
  	
  
72
  	
  
 
  	
  
 
  	
  
3/15/2011
  	
  
 
  	
  
 
  	
  
5.39772
  	
  
%
  
	
  31
  	
  
 
  	
  
 
  	
  
10/15/2007
  	
  
 
  	
  
 
  	
  
5.38151
  	
  
%
  	
  
 
  	
  
73
  	
  
 
  	
  
 
  	
  
4/15/2011
  	
  
 
  	
  
 
  	
  
5.57811
  	
  
%
  
	
  
32
  	
  
 
  	
  
 
  	
  
11/15/2007
  	
  
 
  	
  
 
  	
  
5.56222
  	
  
%
  	
  
 
  	
  
74
  	
  
 
  	
  
 
  	
  
5/15/2011
  	
  
 
  	
  
 
  	
  
5.39680
  	
  
%
  
	
  33
  	
  
 
  	
  
 
  	
  
12/15/2007
  	
  
 
  	
  
 
  	
  
5.38138
  	
  
%
  	
  
 
  	
  
75
  	
  
 
  	
  
 
  	
  
6/15/2011
  	
  
 
  	
  
 
  	
  
5.57805
  	
  
%
  
	
  
34
  	
  
 
  	
  
 
  	
  
1/15/2008
  	
  
 
  	
  
 
  	
  
5.56208
  	
  
%
  	
  
 
  	
  
76
  	
  
 
  	
  
 
  	
  
7/15/2011
  	
  
 
  	
  
 
  	
  
5.39674
  	
  
%
  
	
  35
  	
  
 
  	
  
 
  	
  
2/15/2008
  	
  
 
  	
  
 
  	
  
5.38124
  	
  
%
  	
  
 
  	
  
77
  	
  
 
  	
  
 
  	
  
8/15/2011
  	
  
 
  	
  
 
  	
  
5.57798
  	
  
%
  
	
  
36
  	
  
 
  	
  
 
  	
  
3/15/2008
  	
  
 
  	
  
 
  	
  
5.38138
  	
  
%
  	
  
 
  	
  
78
  	
  
 
  	
  
 
  	
  
9/15/2011
  	
  
 
  	
  
 
  	
  
5.57795
  	
  
%
  
	
  37
  	
  
 
  	
  
 
  	
  
4/15/2008
  	
  
 
  	
  
 
  	
  
5.56188
  	
  
%
  	
  
 
  	
  
79
  	
  
 
  	
  
 
  	
  
10/15/2011
  	
  
 
  	
  
 
  	
  
5.39664
  	
  
%
  
	
  
38
  	
  
 
  	
  
 
  	
  
5/15/2008
  	
  
 
  	
  
 
  	
  
5.38108
  	
  
%
  	
  
 
  	
  
80
  	
  
 
  	
  
 
  	
  
11/15/2011
  	
  
 
  	
  
 
  	
  
5.57789
  	
  
%
  
	
  39
  	
  
 
  	
  
 
  	
  
6/15/2008
  	
  
 
  	
  
 
  	
  
5.56181
  	
  
%
  	
  
 
  	
  
81
  	
  
 
  	
  
 
  	
  
12/15/2011
  	
  
 
  	
  
 
  	
  
5.39658
  	
  
%
  
	
  
40
  	
  
 
  	
  
 
  	
  
7/15/2008
  	
  
 
  	
  
 
  	
  
5.38101
  	
  
%
  	
  
 
  	
  
82
  	
  
 
  	
  
 
  	
  
1/15/2012
  	
  
 
  	
  
 
  	
  
5.58432
  	
  
%
  
	
  41
  	
  
 
  	
  
 
  	
  
8/15/2008
  	
  
 
  	
  
 
  	
  
5.56173
  	
  
%
  	
  
 
  	
  
83
  	
  
 
  	
  
 
  	
  
2/15/2012
  	
  
 
  	
  
 
  	
  
5.40345
  	
  
%
  
	
  
42
  	
  
 
  	
  
 
  	
  
9/15/2008
  	
  
 
  	
  
 
  	
  
5.56169
  	
  
%
  	
  
 
  	
  
84
  	
  
 
  	
  
 
  	
  
3/15/2012
  	
  
 
  	
  
 
  	
  
5.41825
  	
  
%
  




M-1







EXHIBIT N


FORM OF PURCHASE OPTION NOTICE
 PURSUANT TO SECTION 3.18


[Date]


Wells Fargo Bank, N.A.
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951

	
  
Attn:
  	
  
Corporate Trust Services (CMBS) Wachovia Bank   Commercial Mortgage Trust,
  
	
  
 
  	
  
Commercial Mortgage Pass-Through Certificates,   Series 2005-C17
  




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 2005-C17
  






	
  
 
  	
  
Re:
  	
  
Wachovia Bank Commercial Mortgage Trust,
  
	
   
  	
  
 
  	
  
Commercial Mortgage Pass-Through Certificates, Series   2005-C17
  






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 March 1, 2005, by and among Wachovia Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, N.A., as trustee, Allied Capital Corporation, 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.


          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 ____, 


N-1






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







EXHIBIT O


FORM OF
 NOTICE AND CERTIFICATION
 REGARDING DEFEASANCE OF MORTGAGE LOAN

	
  
 
  	
  
To:
  	
  
Standard & Poor’s Ratings Services,
  
	
  
 
  	
  
 
  	
  
a division of The McGraw-Hill Companies, Inc.
  
	
  
 
  	
  
 
  	
  
55 Water Street
  
	
  
 
  	
  
 
  	
  
New York, New York    10041
  
	
  
 
  	
  
 
  	
  
Attn:    Commercial Mortgage Surveillance
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
From:
  	
  
Wachovia Bank, National Association, in its capacity
  
	
   
  	
  
 
  	
  
as Master Servicer (the “Master Servicer”) under the   Pooling and 
  
	
  
 
  	
  
 
  	
  
Servicing Agreement dated as of March 1, 2005 (the   “Pooling and Servicing Agreement”), among the Master Servicer and Wells Fargo   Bank, N.A., as Trustee and others.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Date:
  	
  
_________, 20___
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Re:
  	
  
Wachovia Bank Commercial Mortgage Trust,
  
	
  
 
  	
  
 
  	
  
Commercial Mortgage Pass-Through Certificates
  
	
   
  	
  
 
  	
  
Series 2005-C17
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
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







         (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 the Trustee, (ii)   require the securities intermediary to make the scheduled payments on the   Mortgage Loan from the proceeds of the defeasance collateral directly to the   Servicer’s collection account in the amounts and on the dates specified in   the Mortgage Loan documents or, in a partial defeasance, the portion of such   scheduled payments attributed to the allocated loan amount for the real   property defeased, increased by any defeasance premium specified in the   Mortgage Loan documents (the “Scheduled Payments”), (iii) permit   reinvestment of proceeds of the defeasance collateral only in Permitted   Investments (as defined in the S&P Criteria), (iv) permit release of   surplus defeasance collateral and earnings on reinvestment from the pledged 
  



O-2






	  
	  
	 securities account only after the Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.

	  
	  
	  

	  
	 (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 the pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Trustee’s Distribution Date Statement received by us (the “Current Report”).

	  
	  
	  

	  
	 (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.


[SIGNATURE PAGE FOLLOWS]


O-3







          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







EXHIBIT P


FORM OF DEPOSITOR CERTIFICATION TO BE
 PROVIDED WITH FORM 10-K


Wachovia Bank Commercial Mortgage Trust,
 Commercial Mortgage Pass-Through Certificates
 Series 2005-C17 (the “Trust”)


          I, [identify the certifying individual], a [title] of Wachovia Commercial Mortgage Securities, Inc., the depositor into the above-referenced Trust, certify that:


	
  
 
  	
  
          1.          I   have reviewed this annual report on Form 10-K, and all reports on Form 8-K   containing distribution date reports filed in respect of periods included in   the year covered by this annual report, of the Trust;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          2.          Based   on my knowledge, the information in these reports, taken as a whole, does not   contain any untrue statement of a material fact or omit to state a material   fact necessary to make the statements made, in light of the circumstances   under which such statements were made, not misleading as of the last day of   the period covered by this annual report;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          3.          Based   on my knowledge, the servicing information required to be provided to the   trustee by the master servicer and the special servicer under the pooling and   servicing agreement for inclusion in these reports is included in these   reports;
  
	
   
  	
  
 
  
	
  
 
  	
  
          4.          Based   on my knowledge and upon the annual compliance statement included in this   annual report and required to be delivered to the trustee in accordance with   the terms of the pooling and servicing agreement, and except as disclosed in   this annual report, the master servicer and the special servicer have   fulfilled their obligations under the pooling and servicing agreement; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          5.          This   annual report discloses all significant deficiencies relating to the master   servicer’s or special servicer’s compliance with the minimum servicing   standards based upon the report provided by an independent public accountant,   after conducting a review in compliance with the Uniform Single Attestation   Program for Mortgage Bankers or similar procedure, as set forth in the   pooling and servicing agreement, that is included in this annual report.
  




P-1







In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:  Allied Capital Corporation and Wells Fargo Bank, N.A..


Date: __________________________________


	
  
 
  	
  
 
  
	
  


  	
  
 
  
	
  
President and Chief Executive Officer
  
	
  
Wachovia Commercial Mortgage Securities, Inc.
  




P-2







EXHIBIT Q


FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR
 BY THE TRUSTEE


Wachovia Bank Commercial Mortgage Trust,
 Commercial Mortgage Pass-Through Certificates
 Series 2005-C17 (the “Trust”)


          I, [identify the certifying individual], a [title] of Wells Fargo Bank, N.A., certify to Wachovia Commercial Mortgage Securities, Inc. and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering the Certification required by the pooling and servicing agreement relating to the Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the pooling and servicing agreement), that:

	
   
  	
  
          1.          I   have reviewed this annual report on Form 10-K, and all reports on Form 8-K   containing distribution date reports filed in respect of periods included in   the year covered by this annual report, of the Trust;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          2.          Based   on my knowledge, the distribution information in these reports, taken as a   whole, does not contain any untrue statement of a material fact or omit to   state a material fact necessary to make the statements made, in light of the   circumstances under which such statements were made, not misleading as of the   last day of the period covered by this annual report; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          3.          Based   on my knowledge, the distribution and servicing information required to be   provided to the trustee by the master servicer under the pooling and   servicing agreement is included in the reports delivered by the master   servicer to the trustee.
  




Date:_____________________________

	 	 
	
  
 
  	
  
 
  
	
  


  	
  
 
  
	
  
[Title]
  
	
  
Wells Fargo Bank, N.A.
  




Q-1







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 2005-C17 (the “Trust”)


          I, [identify the certifying individual], a [title] of Wachovia Bank, National Association, certify to Wachovia Commercial Mortgage Securities, Inc. and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification (capitalized terms used herein without definition shall have the meanings assigned to such terms in the pooling and servicing agreement), that:

	
  
 
  	
  
          1.          I   have reviewed the servicing reports relating to the Trust delivered by the   master servicer to the trustee pursuant to the pooling and servicing   agreement covering the fiscal year [_____];
  
	
   
  	
  
 
  
	
  
 
  	
  
          2.          Based   on my knowledge, and (a) assuming the accuracy of the statements required to   be made in the corresponding certificate of the special servicer pursuant to   Section 8.17(c) of the pooling and servicing agreement and (b) assuming that   the information regarding the mortgage loans, the mortgagors or the mortgaged   properties in the prospectus (the “Mortgage Information”) does not   contain any untrue statement of a material fact or omit to state a material   fact necessary to make the statement made, in the light of the circumstances   under which such statements were made, not misleading (but only to the extent   that such Mortgage Information is or shall be used by the master servicer to   prepare the servicing reports), the servicing information in these reports, taken   as a whole, does not contain any untrue
statement of a material fact or omit   to state a material fact necessary to make the statements made, in light of   the circumstances under which such statements were made, not misleading as of   the last day of the period covered by each such servicing report;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          3.          Based   on my knowledge, and assuming that the special servicer timely delivered to   the master servicer all servicing information required to be provided to the   master servicer by the special servicer under the pooling and servicing   agreement, the servicing information required to be provided to the trustee   by the master servicer under the pooling and servicing agreement is included   in the servicing reports delivered by the master servicer to the trustee;
  
	
   
  	
  
 
  
	
  
 
  	
  
          4.          I   am responsible for reviewing the activities performed by the master servicer   under the pooling and servicing agreement and based upon my knowledge and the   annual compliance review required under Section 3.13 of the pooling and   servicing agreement with respect to the master servicer, and except as   disclosed in the compliance certificate delivered by the master servicer   under Section 3.13 of the pooling and servicing agreement, the master   servicer has fulfilled its obligations under the pooling and servicing   agreement; and
  




R-1






	
  
 
  	
  
          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







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 2005-C17 (the “Trust”)


          I, [identify the certifying individual], a [title] of Allied Capital Corporation, 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
  




S-1






	
  
 
  	
  
          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.
  





Date:____________________________

	
  
 
  
	
  


  	
  
 
  
	
  
[Title]
  
	
  
Allied Capital Corporation
  




S-2







EXHIBIT T


CLASS A-PB PLANNED PRINCIPAL BALANCE TABLE




CLASS A-PB
PLANNED PRINCIPAL BALANCE SCHEDULE





	
  Period
  	
   
 	
  
Date
  	
   
 	
  
Balance
  	
   
 	
  
Period
  	
   
 	
  
Date
  	
   
 	
  
Balance
  	
   
 
	
  


  	
 
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 	
  


  	
   
 
	
  0
  	
   
 	
  
03/30/05
  	
   
 	
  
224,353,000
  	
   
 	
  
57
  	
   
 	
  
12/15/09
  	
   
 	
  
224,353,000
  	
   
 
	
  
1
  	
   
 	
  
04/15/05
  	
   
 	
  
224,353,000
  	
   
 	
  
58
  	
   
 	
  
01/15/10
  	
   
 	
  
224,353,000
  	
   
 
	
  
2
  	
   
 	
  
05/15/05
  	
   
 	
  
224,353,000
  	
   
 	
  
59
  	
   
 	
  
02/15/10
  	
   
 	
  
224,353,000
  	
   
 
	
  3
  	
   
 	
  
06/15/05
  	
   
 	
  
224,353,000
  	
   
 	
  
60
  	
   
 	
  
03/15/10
  	
   
 	
  
224,352,236
  	
   
 
	
  
4
  	
   
 	
  
07/15/05
  	
   
 	
  
224,353,000
  	
   
 	
  
61
  	
   
 	
  
04/15/10
  	
   
 	
  
223,423,656
  	
   
 
	
  
5
  	
   
 	
  
08/15/05
  	
   
 	
  
224,353,000
  	
   
 	
  
62
  	
   
 	
  
05/15/10
  	
   
 	
  
218,210,939
  	
   
 
	
  6
  	
   
 	
  
09/15/05
  	
   
 	
  
224,353,000
  	
   
 	
  
63
  	
   
 	
  
06/15/10
  	
   
 	
  
215,253,421
  	
   
 
	
  
7
  	
   
 	
  
10/15/05
  	
   
 	
  
224,353,000
  	
   
 	
  
64
  	
   
 	
  
07/15/10
  	
   
 	
  
212,012,566
  	
   
 
	
  
8
  	
   
 	
  
11/15/05
  	
   
 	
  
224,353,000
  	
   
 	
  
65
  	
   
 	
  
08/15/10
  	
   
 	
  
209,025,841
  	
   
 
	
  9
  	
   
 	
  
12/15/05
  	
   
 	
  
224,353,000
  	
   
 	
  
66
  	
   
 	
  
09/15/10
  	
   
 	
  
206,025,042
  	
   
 
	
  
10
  	
   
 	
  
01/15/06
  	
   
 	
  
224,353,000
  	
   
 	
  
67
  	
   
 	
  
10/15/10
  	
   
 	
  
202,742,105
  	
   
 
	
  
11
  	
   
 	
  
02/15/06
  	
   
 	
  
224,353,000
  	
   
 	
  
68
  	
   
 	
  
11/15/10
  	
   
 	
  
199,711,694
  	
   
 
	
  12
  	
   
 	
  
03/15/06
  	
   
 	
  
224,353,000
  	
   
 	
  
69
  	
   
 	
  
12/15/10
  	
   
 	
  
196,384,308
  	
   
 
	
  
13
  	
   
 	
  
04/15/06
  	
   
 	
  
224,353,000
  	
   
 	
  
70
  	
   
 	
  
01/15/11
  	
   
 	
  
193,308,281
  	
   
 
	
  
14
  	
   
 	
  
05/15/06
  	
   
 	
  
224,353,000
  	
   
 	
  
71
  	
   
 	
  
02/15/11
  	
   
 	
  
190,217,761
  	
   
 
	
  15
  	
   
 	
  
06/15/06
  	
   
 	
  
224,353,000
  	
   
 	
  
72
  	
   
 	
  
03/15/11
  	
   
 	
  
186,315,888
  	
   
 
	
  
16
  	
   
 	
  
07/15/06
  	
   
 	
  
224,353,000
  	
   
 	
  
73
  	
   
 	
  
04/15/11
  	
   
 	
  
183,192,409
  	
   
 
	
  
17
  	
   
 	
  
08/15/06
  	
   
 	
  
224,353,000
  	
   
 	
  
74
  	
   
 	
  
05/15/11
  	
   
 	
  
179,789,682
  	
   
 
	
  18
  	
   
 	
  
09/15/06
  	
   
 	
  
224,353,000
  	
   
 	
  
75
  	
   
 	
  
06/15/11
  	
   
 	
  
176,635,447
  	
   
 
	
  
19
  	
   
 	
  
10/15/06
  	
   
 	
  
224,353,000
  	
   
 	
  
76
  	
   
 	
  
07/15/11
  	
   
 	
  
173,202,816
  	
   
 
	
  
20
  	
   
 	
  
11/15/06
  	
   
 	
  
224,353,000
  	
   
 	
  
77
  	
   
 	
  
08/15/11
  	
   
 	
  
170,017,537
  	
   
 
	
  21
  	
   
 	
  
12/15/06
  	
   
 	
  
224,353,000
  	
   
 	
  
78
  	
   
 	
  
09/15/11
  	
   
 	
  
166,817,248
  	
   
 
	
  
22
  	
   
 	
  
01/15/07
  	
   
 	
  
224,353,000
  	
   
 	
  
79
  	
   
 	
  
10/15/11
  	
   
 	
  
163,339,837
  	
   
 
	
  
23
  	
   
 	
  
02/15/07
  	
   
 	
  
224,353,000
  	
   
 	
  
80
  	
   
 	
  
11/15/11
  	
   
 	
  
160,108,074
  	
   
 
	
  24
  	
   
 	
  
03/15/07
  	
   
 	
  
224,353,000
  	
   
 	
  
81
  	
   
 	
  
12/15/11
  	
   
 	
  
156,808,074
  	
   
 
	
  
25
  	
   
 	
  
04/15/07
  	
   
 	
  
224,353,000
  	
   
 	
  
82
  	
   
 	
  
01/15/12
  	
   
 	
  
153,508,074
  	
   
 
	
  
26
  	
   
 	
  
05/15/07
  	
   
 	
  
224,353,000
  	
   
 	
  
83
  	
   
 	
  
02/15/12
  	
   
 	
  
150,206,215
  	
   
 
	
  27
  	
   
 	
  
06/15/07
  	
   
 	
  
224,353,000
  	
   
 	
  
84
  	
   
 	
  
03/15/12
  	
   
 	
  
146,529,013
  	
   
 
	
  
28
  	
   
 	
  
07/15/07
  	
   
 	
  
224,353,000
  	
   
 	
  
85
  	
   
 	
  
04/15/12
  	
   
 	
  
143,330,488
  	
   
 
	
  
29
  	
   
 	
  
08/15/07
  	
   
 	
  
224,353,000
  	
   
 	
  
86
  	
   
 	
  
05/15/12
  	
   
 	
  
139,869,855
  	
   
 
	
  30
  	
   
 	
  
09/15/07
  	
   
 	
  
224,353,000
  	
   
 	
  
87
  	
   
 	
  
06/15/12
  	
   
 	
  
136,639,843
  	
   
 
	
  
31
  	
   
 	
  
10/15/07
  	
   
 	
  
224,353,000
  	
   
 	
  
88
  	
   
 	
  
07/15/12
  	
   
 	
  
133,148,593
  	
   
 
	
  
32
  	
   
 	
  
11/15/07
  	
   
 	
  
224,353,000
  	
   
 	
  
89
  	
   
 	
  
08/15/12
  	
   
 	
  
129,886,798
  	
   
 
	
  33
  	
   
 	
  
12/15/07
  	
   
 	
  
224,353,000
  	
   
 	
  
90
  	
   
 	
  
09/15/12
  	
   
 	
  
126,609,580
  	
   
 
	
  
34
  	
   
 	
  
01/15/08
  	
   
 	
  
224,353,000
  	
   
 	
  
91
  	
   
 	
  
10/15/12
  	
   
 	
  
123,072,430
  	
   
 
	
  
35
  	
   
 	
  
02/15/08
  	
   
 	
  
224,353,000
  	
   
 	
  
92
  	
   
 	
  
11/15/12
  	
   
 	
  
119,762,986
  	
   
 
	
  36
  	
   
 	
  
03/15/08
  	
   
 	
  
224,353,000
  	
   
 	
  
93
  	
   
 	
  
12/15/12
  	
   
 	
  
101,459,172
  	
   
 
	
  
37
  	
   
 	
  
04/15/08
  	
   
 	
  
224,353,000
  	
   
 	
  
94
  	
   
 	
  
01/15/13
  	
   
 	
  
98,133,797
  	
   
 
	
  
38
  	
   
 	
  
05/15/08
  	
   
 	
  
224,353,000
  	
   
 	
  
95
  	
   
 	
  
02/15/13
  	
   
 	
  
94,792,698
  	
   
 
	
  39
  	
   
 	
  
06/15/08
  	
   
 	
  
224,353,000
  	
   
 	
  
96
  	
   
 	
  
03/15/13
  	
   
 	
  
90,717,100
  	
   
 
	
  
40
  	
   
 	
  
07/15/08
  	
   
 	
  
224,353,000
  	
   
 	
  
97
  	
   
 	
  
04/15/13
  	
   
 	
  
87,340,920
  	
   
 
	
  
41
  	
   
 	
  
08/15/08
  	
   
 	
  
224,353,000
  	
   
 	
  
98
  	
   
 	
  
05/15/13
  	
   
 	
  
59,226,269
  	
   
 
	
  42
  	
   
 	
  
09/15/08
  	
   
 	
  
224,353,000
  	
   
 	
  
99
  	
   
 	
  
06/15/13
  	
   
 	
  
55,956,896
  	
   
 
	
  
43
  	
   
 	
  
10/15/08
  	
   
 	
  
224,353,000
  	
   
 	
  
100
  	
   
 	
  
07/15/13
  	
   
 	
  
52,438,268
  	
   
 
	
  
44
  	
   
 	
  
11/15/08
  	
   
 	
  
224,353,000
  	
   
 	
  
101
  	
   
 	
  
08/15/13
  	
   
 	
  
49,136,745
  	
   
 
	
  45
  	
   
 	
  
12/15/08
  	
   
 	
  
224,353,000
  	
   
 	
  
102
  	
   
 	
  
09/15/13
  	
   
 	
  
45,819,584
  	
   
 
	
  
46
  	
   
 	
  
01/15/09
  	
   
 	
  
224,353,000
  	
   
 	
  
103
  	
   
 	
  
10/15/13
  	
   
 	
  
42,254,490
  	
   
 
	
  
47
  	
   
 	
  
02/15/09
  	
   
 	
  
224,353,000
  	
   
 	
  
104
  	
   
 	
  
11/15/13
  	
   
 	
  
38,904,730
  	
   
 
	
  48
  	
   
 	
  
03/15/09
  	
   
 	
  
224,353,000
  	
   
 	
  
105
  	
   
 	
  
12/15/13
  	
   
 	
  
28,569,388
  	
   
 
	
  
49
  	
   
 	
  
04/15/09
  	
   
 	
  
224,353,000
  	
   
 	
  
106
  	
   
 	
  
01/15/14
  	
   
 	
  
25,199,854
  	
   
 
	
  
50
  	
   
 	
  
05/15/09
  	
   
 	
  
224,353,000
  	
   
 	
  
107
  	
   
 	
  
02/15/14
  	
   
 	
  
21,814,363
  	
   
 
	
  51
  	
   
 	
  
06/15/09
  	
   
 	
  
224,353,000
  	
   
 	
  
108
  	
   
 	
  
03/15/14
  	
   
 	
  
17,727,369
  	
   
 
	
  
52
  	
   
 	
  
07/15/09
  	
   
 	
  
224,353,000
  	
   
 	
  
109
  	
   
 	
  
04/15/14
  	
   
 	
  
14,306,482
  	
   
 
	
  
53
  	
   
 	
  
08/15/09
  	
   
 	
  
224,353,000
  	
   
 	
  
110
  	
   
 	
  
05/15/14
  	
   
 	
  
10,642,050
  	
   
 
	
  54
  	
   
 	
  
09/15/09
  	
   
 	
  
224,353,000
  	
   
 	
  
111
  	
   
 	
  
06/15/14
  	
   
 	
  
7,187,604
  	
   
 
	
  
55
  	
   
 	
  
10/15/09
  	
   
 	
  
224,353,000
  	
   
 	
  
112
  	
   
 	
  
07/15/14
  	
   
 	
  
3,490,541
  	
   
 
	
  
56
  	
   
 	
  
11/15/09
  	
   
 	
  
224,353,000
  	
   
 	
  
113
  	
   
 	
  
08/15/14
  	
   
 	
  
2,220
  	
   
 
	
   
 	
   
 	
   
 	
   
 	
   
 	
   
 	
  114
  	
   
 	
  09/15/14
  	
   
 	
  0
  	
   
 







T-1