EXHIBIT 4.1

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                  WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC.
                                    Depositor

                                       and

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                 Master Servicer

                                       and

                              LENNAR PARTNERS, INC.
                                Special Servicer

                                       and

                        WELLS FARGO BANK MINNESOTA, N.A.
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                            Dated as of May 11, 2002

                                   ----------

                                  $950,042,448

                  Commercial Mortgage Pass-Through Certificates

                                 Series 2002-C1

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

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS

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

                                   ARTICLE II

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

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

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

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

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

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

                                    ARTICLE V

                                THE CERTIFICATES

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

                                   ARTICLE VI

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

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

                                   ARTICLE VII

                                     DEFAULT

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

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

SECTION 8.01   Duties of Trustee ...............................................
SECTION 8.02   Certain Matters Affecting Trustee ...............................
SECTION 8.03   Trustee Not Liable for Validity or Sufficiency of
                 Certificates or Mortgage Loans ................................
SECTION 8.04   Trustee May Own Certificates ....................................
SECTION 8.05   Fees and Expenses of Trustee; Indemnification of Trustee ........
SECTION 8.06   Eligibility Requirements for Trustee ............................
SECTION 8.07   Resignation and Removal of Trustee ..............................
SECTION 8.08   Successor Trustee ...............................................
SECTION 8.09   Merger or Consolidation of Trustee ..............................
SECTION 8.10   Appointment of Co-Trustee or Separate Trustee ...................
SECTION 8.11   Appointment of Custodians .......................................
SECTION 8.12   Appointment of Authenticating Agents ............................
SECTION 8.13   Access to Certain Information ...................................
SECTION 8.14   Appointment of REMIC Administrators .............................
SECTION 8.15   Representations, Warranties and Covenants of Trustee ............
SECTION 8.16   Appointment of Paying Agent .....................................
SECTION 8.17   Reports to the Securities and Exchange Commission;
                 Available Information .........................................
SECTION 8.18   Maintenance of Mortgage File ....................................
SECTION 8.19   Companion Paying Agent ..........................................
SECTION 8.20   Companion Register ..............................................

                                   ARTICLE IX

                                   TERMINATION

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

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

SECTION 10.01  REMIC Administration ............................................
SECTION 10.02  Grantor Trust Administration ....................................

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

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

<PAGE>

                                    EXHIBITS

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

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

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

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

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

Form of Class IO-I Certificate         A-5       Section 1.01 Definition
                                                 of "Class IO-I Certificate"

Form of Class IO-II Certificate        A-6       Section 1.01 Definition
                                                 of "Class IO-II Certificate"

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Form of Class Z-II Certificate        A-23       Section 1.01 Definition of
                                                 "Class Z-II Certificate"

Form of Class Z-III Certificate       A-24       Section 1.01 Definition of
                                                 "Class Z-III Certificate"

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

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

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

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

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

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

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

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

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

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

Form of Transferee Certificate          H        Section 5.02(c)

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

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

Form of Notice and                     J-1       Section 6.09
Acknowledgment

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

Form of CMSA Property File              K        Section 3.12(c)
Report

Form of Comparative Financial           L        Section 1.01 Definition of
Status Report                                    "Comparative Financial
                                                 Status Report"

Form of REO Status Report               M        Section 1.01 Definition of
                                                 "REO Status Report"

Form of Watch List                      N        Section 1.01 Definition of
                                                 "Watch List"

Form of Delinquent Loan Status          O        Section 1.01 Definition of
Report                                           "Delinquent Loan Status
                                                 Report"

Form of Historical Loan                 P        Section 1.01 Definition of
Modification Report                              "Historical Loan Modification
                                                 Report"

Form of Historical Liquidation          Q        Section 1.01 Definition of
Report                                           "Historical Liquidation Report"

Form of NOI Adjustment Worksheet        R        Section 1.01 Definition of
                                                 "NOI Adjustment Worksheet"

Form of Operating Statement             S        Section 1.01 Definition of
Analysis                                         "Operating Statement Analysis"

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

Form of CMSA Loan Periodic              U        Section 1.01 Definition of
Update File                                      "CMSA Loan Periodic Update
                                                 File"

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

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

Form of CMSA Bond File Report           W        Section 1.01 Definition of
                                                 "CMSA Bond File Report"

Form of CMSA Collateral Summary         X        Section 1.01 Definition of
File                                             "CMSA Collateral Summary File"

Form of CMSA Financial File             Y        Section 1.01 Definition of
                                                 "CMSA Financial File"

Form of CMSA Loan Setup File            Z        Section 1.01 Definition of
                                                 "CMSA Loan Setup File"

Initial Companion Holders              AA        Section 8.20

Class IO-II Reference Rate             BB        Section 1.01 Definition of
                                                 "Class IO-II Reference Rate"

Form of Purchase Option Notice         CC        Section 3.18(e)

Form of Defeasance Certificate         DD        Section 3.20(h)

<PAGE>

                         POOLING AND SERVICING AGREEMENT

            This Pooling and Servicing Agreement (this "Agreement") is dated and
effective as of May 11, 2002, among WACHOVIA COMMERCIAL MORTGAGE SECURITIES,
INC., as Depositor, WACHOVIA BANK, NATIONAL ASSOCIATION, as Master Servicer,
LENNAR PARTNERS, INC., as Special Servicer, and WELLS FARGO BANK MINNESOTA,
N.A., as Trustee.

                             PRELIMINARY STATEMENT:

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

            As provided herein, it is intended that the ED Loan be held as the
sole asset of a separate REMIC, that the ED Loan REMIC Regular Interest be held
as an asset of REMIC I, and that the ED Loan REMIC Residual Interest be
represented by the Class R-I Certificates.

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

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

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

                                    Corresponding
Corresponding    Original Class    REMIC I Regular   Corresponding Components of
Certificates    Principal Balance   Interests (1)     Class IO Certificates (1)
-------------   -----------------  ---------------   ---------------------------

Class A-1         $59,085,000           LA-1                    IO-A-1

Class A-2        $135,498,000          LA-2-1                  IO-A-2-1
                                       LA-2-2                  IO-A-2-2

Class A-3        $135,167,000           LA-3                    IO-A-3

Class A-4        $404,157,000          LA-4-1                  IO-A-4-1
                                       LA-4-2                  IO-A-4-2

Class B           $35,627,000            LB                      IO-B

Class C           $42,752,000            LC                      IO-C

Class D            $9,500,000            LD                      IO-D

Class E           $13,063,000            LE                      IO-E

Class F           $16,626,000            LF                      IO-F

Class G           $13,063,000            LG                      IO-G

Class H           $15,438,000            LH                      IO-H

Class J           $17,814,000            LJ                      IO-J

Class K            $4,750,000            LK                      IO-K

Class L            $9,980,000            LL                      IO-L

Class M            $7,036,000            LM                      IO-M

Class N            $4,690,000            LN                      IO-N

Class O           $25,796,448            LO                      IO-O

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

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

            Two mortgage loans (the "Companion Loans") with an aggregate
original principal amount of $25,801,966 are not part of the Trust Fund but are
secured by corresponding Mortgages that secure related Mortgage Loans (each, an
"AB Mortgage Loan" and, collectively, the "AB Mortgage Loans") that are part of
the Trust Fund. As and to the extent provided herein, the Companion Loans will
be serviced and administered in accordance with this Agreement. Amounts
attributable to the Companion Loans 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.

            "Abbey Intercreditor Agreement": That certain Intercreditor
Agreement, dated January 2002, between Wachovia Bank, National Association
(formerly known as First Union National Bank), as mortgage lender, and Capri
Select Income, LLC, as mezzanine lender.

            "Abbey Mezzanine Lender": The "Mezzanine Lender" as defined in the
Abbey Intercreditor Agreement.

            "AB Mortgage Loan": Each of the CityPlace AB Mortgage Loan and the
Wachovia AB Mortgage Loan.

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

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

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

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

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

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

            "Additional Interest Account": The segregated account, accounts or
subaccounts created and maintained by the Trustee pursuant to Section 3.04(d)
which shall be entitled "Wells Fargo Bank Minnesota, N.A., as Trustee, in trust
for the registered holders of Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2002-C1, Additional
Interest Account." The Additional Interest Account shall not be an asset of the
ED Loan REMIC, REMIC I or REMIC II.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Artesia Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of May 11, 2002, between the Depositor and
Artesia and relating to the transfer of the Artesia Mortgage Loans to the
Depositor.

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

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

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

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

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

            "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.

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

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

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

            "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 2002-C1, as
executed by the Certificate Registrar and authenticated and delivered hereunder
by the Authenticating Agent.

            "Certificate Account": The segregated account or accounts created
and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of
the Trustee in trust for Certificateholders, which shall be entitled "Wachovia
Bank, National Association, as Master Servicer for Wells Fargo Bank Minnesota,
N.A., as Trustee, on behalf of and in trust for the registered holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2002-C1."

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

            "Certificate Factor": With respect to any Class of Regular
Certificates as of any date of determination, a fraction, expressed as a decimal
carried to eight places, the numerator of which is the then current Class
Principal Balance, Class IO-I Notional Amount or Class IO-II 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 IO-I or
Class IO-II Certificate, as of any date of determination, the then notional
amount of such Certificate equal to the product of (a) the Percentage Interest
evidenced by such Certificate, multiplied by (b) the then Class IO-I or Class
IO-II 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) neither a Disqualified
Organization nor a Non-United States Person shall be 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.

            "CityPlace AB Mortgage Loan": That certain Mortgage Loan identified
on the Mortgage Loan Schedule as loan number 4.

            "CityPlace Co-Lender Agreement": That certain co-lender and
servicing agreement, dated as of May 23, 2002, by and between the Trustee, as
lead lender, and an affiliate of Greenwich, as co-lender, in connection with the
CityPlace Loan Pair.

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

            "CityPlace 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 CityPlace AB Mortgage Loan.

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

            "CityPlace Mortgaged Property": The property subject to the lien of
the Mortgage securing the CityPlace Loan Pair.

            "CityPlace Trigger Event": "CityPlace Trigger Event" as defined in
the CityPlace Co-Lender Agreement.

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

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

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

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

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

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

            "Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of Exhibit A-7
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-8
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-9
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-10
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-11
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-12
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-13
attached hereto, and evidencing a "regular interest" in REMIC II for purposes of
the REMIC Provisions.

            "Class IO Certificates": The Class IO-I and Class IO-II Certificates

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

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

            "Class IO-I Strip Rate": With respect to any Class of Components
(other than Components IO-A-2-2, Component IO-A-3, Component IO-A-4-1, Component
IO-A-4-2, IO-B, IO-C, IO-D, IO-E, IO-F and IO-G) 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, and in the case of Components IO-A-2-2, Component IO-A-3,
Component IO-A-4-1, Component IO-A-4-2, IO-B, IO-C, IO-D, IO-E, IO-F and IO-G
(i) for any Distribution Date occurring on or before the related Component
Crossover Date, (x) the Weighted Average Net Mortgage Rate for such Distribution
Date minus (y) the sum of the Pass-Through Rate for the Corresponding
Certificates for such Distribution Date and the Class IO-II Strip Rate for such
Component for such Distribution Date, and (ii) for any Distribution Date
occurring after the related Component Crossover Date, a rate per annum equal to
(x) the Weighted Average Net Mortgage Rate for such Distribution Date, minus (y)
the Pass-Through Rate for the Corresponding Certificates (provided that in no
event shall any Class IO-I Strip Rate be less than zero).

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

            "Class IO-II Components": Each of Component IO-A-2-2, Component
IO-A-3, Component IO-A-4-1, Component IO-A-4-2, Component IO-B, Component IO-C,
Component IO-D, Component IO-E, Component IO-F and Component IO-G.

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

            "Class IO-II Reference Rate": For any Distribution Date, the rate
per annum corresponding to such Distribution Date on Exhibit BB.

            "Class IO-II Strip Rate": With respect to each of the Class IO-II
Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related Component Crossover Date,
(x) the lesser of (I) the Weighted Average Net Mortgage Rate for such
Distribution Date and (II) the Class IO-II 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 IO-II Strip Rate be less
than zero), and (ii) for any Distribution Date occurring after the related
Component Crossover Date, 0% per annum.

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

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

            "Class R-I Certificate": Any one of the Certificates with a "Class
R-I" designation on the face thereof, substantially in the form of Exhibit A-20
attached hereto, and evidencing the REMIC I Residual Interest and the ED Loan
REMIC Residual Interest.

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

            "Class Z-I Certificate": Any one of the Certificates with a "Class
Z-I" designation on the face thereof, substantially in the form of Exhibit A-22
attached hereto, and evidencing a proportionate interest in the Additional
Interest that is described in Section 4.01(b).

            "Class Z-II Certificate": Any one of the Certificates with a "Class
Z-II" designation on the face thereof, substantially in the form of Exhibit A-23
attached hereto, and evidencing a proportionate interest in the Additional
Interest that is described in Section 4.01(b).

            "Class Z-III Certificate": Any one of the Certificates with a "Class
Z-III" designation on the face thereof, substantially in the form of Exhibit
A-24 attached hereto, and evidencing a proportionate interest in the Additional
Interest that is described in Section 4.01(b).

            "Closing Date": May 23, 2002.

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

            "CMSA Bond File": The monthly report in the "CMSA Bond File" format
substantially in the form of and containing the information called for therein,
a form of which is attached hereto as Exhibit W, or such other form for the
presentation of such information as may be approved by the CMSA for commercial
mortgage securities transactions generally and, insofar as it requires the
presentation of information in addition to that called for by the form of the
"CMSA Bond File" available as of the Closing Date on the CMSA website, is
reasonably acceptable to the Trustee.

            "CMSA Collateral Summary File": The monthly report in the "CMSA
Collateral Summary File" format substantially in the form of and containing the
information called for therein, a form of which is attached hereto as Exhibit X,
or such other form for the presentation of such information as may be approved
by the CMSA for commercial mortgage securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA Collateral Summary File" available as of the
Closing Date on the CMSA website, is reasonably acceptable to the Trustee.

            "CMSA Financial File": The monthly report in the "CMSA Financial
File" format substantially in the form of and containing the information called
for therein for the Mortgage Loans, a form of which is attached hereto as
Exhibit Y, or such other form for the presentation of such information as may be
approved by the CMSA for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA Financial File" available as of the Closing
Date on the CMSA website, is reasonably acceptable to the Master Servicer or the
Special Servicer, as applicable.

            "CMSA Loan Periodic Update File": The monthly report in the "CMSA
Loan Periodic Update File" format substantially in the form of and containing
the information called for therein for the Mortgage Loans, a form of which is
attached hereto as Exhibit U, or such other form for the presentation of such
information as may be approved by the CMSA for commercial mortgage securities
transactions generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "CMSA Loan
Periodic Update File" available as of the Closing Date on the CMSA website, is
reasonably acceptable to the Trustee, the Master Servicer and the Special
Servicer.

            "CMSA Loan Setup File": The report in the "CMSA Loan Setup File"
format substantially in the form of and containing the information called for
therein for the Mortgage Loans, a form of which is attached hereto as Exhibit Z,
or such other form for the presentation of such information as may be approved
by the CMSA for commercial mortgage securities transactions generally and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA Loan Setup File" available as of the Closing
Date on the CMSA website, is reasonably acceptable to the Trustee, the Master
Servicer and the Special Servicer.

            "CMSA Property File": The monthly report in the "CMSA Property File"
format substantially in the form of and containing the information called for
therein for each Mortgaged Property, a form of which is attached hereto as
Exhibit K, or such other form for the presentation of such information as may be
approved by the CMSA for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA Property File" available as of the Closing
Date on the CMSA website, is reasonably acceptable to the Master Servicer or the
Special Servicer, as applicable.

            "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 Agreement": The Wachovia Co-Lender Agreement or the
CityPlace Co-Lender Agreement.

            "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 immediately following the 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 Nomura 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.

            "Companion Distribution Account": With respect to the Companion
Loans, the separate account 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 "Wells Fargo Bank Minnesota, N.A., 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
2002-C1." 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.

            "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 Wachovia with respect to the
Wachovia AB Mortgage Loan and Greenwich with respect to the CityPlace AB
Mortgage Loan.

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

            "Companion Paying Agent": The paying agent appointed pursuant to
Section 8.19.

            "Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 8.20.

            "Comparative Financial Status Report": A report substantially
containing the content described in Exhibit L attached hereto, setting forth,
among other things, the occupancy, revenue, net operating income and Debt
Service Coverage Ratio for each Mortgage Loan or the related Mortgaged Property,
calculated as of the last day of the calendar month immediately preceding the
preparation of such report, for (i) each of the three immediately preceding
monthly periods (to the extent such information is available), (ii) the most
current available year-to-date, (iii) the previous two full fiscal years stated
separately, and (iv) the "base year" (representing the original analysis of
information used as of the Cut-off Date), 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 and, insofar as
it requires the presentation of information in addition to that called for by
the form of the "Comparative Financial Status Report" available as of the
Closing Date on the CMSA Website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable. For the purposes of the Master
Servicer's production of any such report that is required to state information
for any period prior to the Cut-off Date, the Master Servicer may conclusively
rely (without independent verification), absent manifest error, on information
provided to it by the related Mortgage Loan Seller.

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

            "Component Crossover Date": (i) With respect to the Class A-2B
Component, Class A-3 Component and Class A-4A Component, the Distribution Date
occurring in September 2005, (ii) with respect to the Class A-4B Component, the
Class B Component, the Class C Component, the Class D Component, the Class E
Component and the Class F Component, the Distribution Date occurring in May
2009, and (iii) with respect to the Class G Component, the Distribution Date
occurring in May 2008.

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

            "Component IO-A-2-1": One of nineteen components of the Class IO-I
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 IO-A-2-2": One of the nineteen components of the Class
IO-I Certificates and one of the ten components of the Class IO-II 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 IO-A-3": One of nineteen components of the Class IO-I
Certificates and one of the ten components of the Class IO-II Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LA-3 as of any date of determination.

            "Component IO-A-4-1": One of nineteen components of the Class IO-I
Certificates and one of the ten components of the Class IO-II 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 IO-A-4-2": One of nineteen components of the Class IO-I
Certificates and one of the ten components of the Class IO-II 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 IO-B": One of nineteen components of the Class IO-I
Certificates and one of the ten components of the Class IO-II Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Balance of REMIC I Regular Interest LB as of any date of determination.

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

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

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

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

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

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

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

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

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

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

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

            "Component 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.

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

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

            "Corporate Trust Office": The principal corporate trust office of
the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at (i) with respect to maintenance of the
Certificate Register and the transfer and exchange of Certificates, the office
of the Trustee located at Wells Fargo Center, Sixth and Marquette, Minneapolis,
Minnesota 55479-0113, Attention: Corporate Trust Services (CMBS) - Wachovia Bank
Commercial Mortgage Trust, Series 2002-C1, and (ii) for all other purposes, 9062
Old Annapolis Road, Columbia, Maryland 21045-1951, Attn: Corporate Trust
Services (CMBS) - Wachovia Bank Commercial Mortgage Trust, Series 2002-C1.

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

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

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

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

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

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

            "Crossed Loan Repurchase Criteria": (i) The Debt Service Coverage
Ratio for all remaining related Crossed Loans for the four calendar quarters
immediately preceding the repurchase or substitution is not less than the Debt
Service Coverage Ratio for all such related Crossed Loans, including the
affected Crossed Loan, for the four calendar quarters immediately preceding the
repurchase or substitution, and (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.

            "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 May, 2002.

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

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

            "Defaulted Mortgage Loan": A Mortgage Loan (i) that is delinquent
sixty days or more in respect to an 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).

            "Delinquent Loan Status Report": A report substantially containing
the content described in Exhibit O attached hereto, setting forth, among other
things, those Mortgage Loans which, as of the close of business on the
Determination Date immediately preceding the preparation of such report, were
delinquent 30-59 days, delinquent 60-89 days, delinquent 90 days or more,
current but constituted Specially Serviced Mortgage Loans, or were in
foreclosure but were not REO Property and the status of resolution 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 and,
insofar as it requires the presentation of information in addition to that
called for by the form of the "Delinquent Loan Status Report" available as of
the Closing Date on the CMSA Website, is reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable.

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

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

            "Discount Rate": With respect to any prepaid Mortgage Loan or REO
Loan for purposes of allocating any Yield Maintenance Charge or Prepayment
Premium received thereon or with respect thereto among the respective Classes of
the Sequential Pay Certificates (other than any Excluded Class thereof), an
amount equal to the discount rate stated in the Mortgage Loan documents related
to such Mortgage Loan or REO Loan used in calculating the related Prepayment
Premium or Yield Maintenance Charge; provided that, if a discount rate is not
stated thereon, the "Discount Rate" will be an amount equal to the yield (when
compounded monthly) on the U.S. Treasury issue with a maturity date closest to
the maturity date for such prepaid Mortgage Loan or REO Loan. In the event there
are two or more such U.S. Treasury issues (a) with the same coupon, the issue
with the lowest yield shall apply, and (b) with maturity dates equally close to
the maturity date for the prepaid Mortgage Loan or REO Loan, the issue with the
earliest maturity date shall apply.

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

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

            "Distribution Account": The segregated account, accounts or
subaccounts created and maintained by the Paying Agent on behalf of the Trustee
pursuant to Section 3.04(b) which shall be entitled "Wells Fargo Bank Minnesota,
N.A., as Trustee, in trust for the registered holders of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2002-C1."

            "Distribution Date": The fifteenth day of any month, or if such
fifteenth day is not a Business Day, the Business Day immediately succeeding,
commencing on June 17, 2002.

            "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.

            "ED Loan": That certain Mortgage Loan identified on the Mortgage
Loan Schedule as loan number 19.

            "ED Loan REMIC": The REMIC that was created pursuant to the ED Loan
REMIC Declaration and that is constituted by the ED Loan, proceeds thereof,
amounts with respect thereto held in the Certificate Account, the Distribution
Account, and the REO Account, and those items with respect to the ED Loan
specified in clauses (iii), (iv) (with respect to the Greenwich Mortgage Loan
Purchase Agreement) and (vi) of the definition of "REMIC I."

            "ED Loan REMIC Declaration": The declaration, dated June 25, 2001,
that created a REMIC, the assets of which consist of the ED Loan.

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

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

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

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

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

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

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

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

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

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

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

            "Exemptions": Department of Labor Prohibited Transaction Exemption
("PTE") 96-22, PTE 90-59 and PTE 93-32, each as amended by PTE 97-34 and PTE
2000-58, and as each may be amended from time to time, or any successor thereto.

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

            "FHLMC": Freddie Mac or any successor.

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

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

            "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, (ii) amounts held from time to time in the
Additional Interest Account that represent Additional Interest, and (iii) the ED
Loan REMIC Residual Interest and amounts in the Distribution Account
distributable thereon.

            "Grantor Trust Provisions": Subpart E of Subchapter J of the Code.

            "Greenwich": Greenwich Capital Financial Products, Inc. or its
successor in interest.

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

            "Greenwich Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of May 11, 2002, between the Depositor and
Greenwich and relating to the transfer of the Greenwich Mortgage Loans to the
Depositor.

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

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

            "Historical Liquidation Report": A report substantially containing
the information described in Exhibit Q attached hereto, setting forth, among
other things, as of the close of business on the Determination Date immediately
preceding the preparation of such report, (i) the aggregate amount of
Liquidation Proceeds and expenses relating to each Final Recovery Determination
made, both during the related Collection Period and historically, and (ii) the
amount of Realized Losses occurring during the related Collection Period, set
forth on a Mortgage Loan-by-Mortgage Loan basis 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 generally and, insofar as it requires
the presentation of information in addition to that called for by the form of
the "Historical Liquidation Report" available as of the Closing Date on the CMSA
website, is reasonably acceptable to the Master Servicer or Special Servicer, as
applicable.

            "Historical Loan Modification Report": A report substantially
containing the information described in Exhibit P attached hereto, setting
forth, among other things, those Mortgage Loans which, as of the close of
business on the Determination Date immediately preceding the preparation of such
report, have been modified pursuant to this Agreement (i) during the related
Collection Period and (ii) since the Cut-off Date, showing the original and the
revised terms thereof 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 generally and, insofar as it requires the presentation of
information in addition to that called for by the form of the "Historical Loan
Modification Report" available as of the Closing Date on the CMSA website, is
reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable.

            "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 Master
Servicer, the Special Servicer, the Controlling Class Representative, the
Trustee 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 Master Servicer, the Special Servicer, the Controlling Class
Representative, the Trustee or any Affiliate thereof, and (iii) is not connected
with the Depositor, the Master Servicer, the Controlling Class Representative,
the Special Servicer, the Trustee 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 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 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.

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

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

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

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

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

            "Interest Reserve Account": The segregated account created and
maintained by the Master Servicer pursuant to Section 3.04(c) on behalf of the
Trustee in trust for Certificateholders, which shall be entitled "Wachovia Bank,
National Association, as Master Servicer for Wells Fargo Bank Minnesota, N.A.,
as Trustee, on behalf of and in trust for the registered holders of Wachovia
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2002-C1."

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

            "Interest Reserve Loan": Each Majority Mortgage Loan that is an
Actual/360 Mortgage Loan, and, in the case of the ED Loan, the ED Loan REMIC
Regular Interest.

            "Interested Person": The Depositor, any Mortgage Loan Seller, the
Master Servicer, the Special Servicer, any Independent Contractor hired by the
Special Servicer, any Holder of a Certificate, or any Affiliate of any such
Person.

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

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

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

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

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

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

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

            "Loan Pair": Collectively, a Companion Loan and the related AB
Mortgage Loan.

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

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

            "Majority Mortgage Loans": All of the Mortgage Loans other than the
ED Loan.

            "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 and the
Class A-4 Certificates shall be deemed to be a single Class of Certificates,
with such Voting Rights allocated among the Holders of Certificates of such
Classes in proportion to the respective Certificate Principal Balances of such
Certificates as of such date of determination.

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

            "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. In the case of the ED Loan, "Mortgage Loan" shall refer
to the ED Loan REMIC Regular Interest for purposes of this definition as the
context requires.

            "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 Investor Services, Inc., or its successor in
interest. If neither such Rating Agency nor any successor remains in existence,
"Moody's" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor, notice of which designation shall be given to the Trustee, the Master
Servicer and the Special Servicer, and specific ratings of Moody's herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated.

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

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

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

      (i) the original executed Mortgage Note including any power of attorney
related to the execution thereof, together with any and all intervening
endorsements thereon, endorsed on its face or by allonge attached thereto
(without recourse, representation or warranty, express or implied) to the order
of Wells Fargo Bank Minnesota, N.A., as trustee for the registered holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2002-C1, 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 (c) any
other recorded document relating to the Mortgage Loan otherwise included in the
Mortgage File, in favor of Wells Fargo Bank Minnesota, N.A., as trustee for the
registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2002-C1, or in blank;

      (v) an original assignment of all unrecorded documents relating to the
Mortgage Loan (to the extent not already assigned pursuant to clause (iv)
above), in favor of Wells Fargo Bank Minnesota, N.A., as trustee for the
registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2002-C1, or in blank;

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

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

      (viii) any filed copies (bearing evidence of filing) or other evidence of
filing satisfactory to the Trustee of any prior UCC Financing Statements in
favor of the originator of such Mortgage Loan or in favor of any assignee prior
to the Trustee (but only to the extent the Mortgage Loan Seller had possession
of such UCC Financing Statements prior to the Closing Date) and, if there is an
effective UCC Financing Statement and continuation statement in favor of the
Mortgage Loan Seller on record with the applicable public office for UCC
Financing Statements, an original UCC Amendment, in form suitable for filing in
favor of Wells Fargo Bank Minnesota, N.A., as trustee for the registered holders
of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2002-C1, as assignee, or in blank;

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

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

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

      (xii) with respect to any Companion Loan, all of the above documents with
respect to such Companion Loan and the related Co-Lender 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; and

      (xiii) with respect to the ED Loan, the original or a copy of the ED Loan
REMIC Declaration;

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

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

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

            (i)     the Mortgage Loan number;

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

            (iii)   the Cut-off Date Balance;

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

            (v)     the original Mortgage Rate;

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

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

            (viii)  the original and remaining amortization term;

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

            (x)     the Master Servicing Fee Rate;

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

            (xii)   the related Mortgage Loan Seller;

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

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

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

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

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

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

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

            (xx)    whether such Mortgage Loan is an ED Loan;

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

            (xxii)  the number of units or square feet related to the Mortgaged
                    Property.

            "Mortgage Loan Seller": Wachovia, Artesia, Greenwich, Nomura or
their respective successors in interest.

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

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

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

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

            "Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.

            "Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
voluntary Principal Prepayments on the Mortgage Loans during the related
Collection Period, exceeds (b) the aggregate amount deposited by the Master
Servicer in the Certificate Account for such Distribution Date pursuant to
Section 3.19(a) in connection with such Prepayment Interest Shortfalls on the
Mortgage Loans.

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

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

            "Net Mortgage Rate": With respect to any Majority Mortgage Loan, the
ED Loan REMIC Regular Interest 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 the ED Loan REMIC or REMIC I, as
applicable, including any lease renewed, modified or extended on behalf of such
REMIC if such REMIC has the right to renegotiate the terms of such lease.

            "NOI Adjustment Worksheet": A report prepared by the Special
Servicer, with respect to each Specially Serviced Mortgage Loan and REO Loan and
by the Master Servicer with respect to each other Mortgage Loan or, if
applicable, Loan Pair, substantially containing the content described in Exhibit
R attached hereto, presenting the computations made in accordance with the
methodology described in Exhibit R to "normalize" the full year net operating
income and debt service coverage numbers used in the other reports required by
this Agreement and in accordance with the most recent CMSA standards, as such
standards may change from time to time.

            "Nomura": Nomura Credit & Capital, Inc. or its successor in
interest.

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

            "Nomura Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of May 11, 2002, between the Depositor and
Nomura and relating to the transfer of the Nomura Mortgage Loans to the
Depositor.

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

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

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

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

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

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

            "Operating Statement Analysis": With respect to each Mortgage Loan
and Mortgaged Property, a report prepared by the Special Servicer with respect
to each Specially Serviced Mortgage Loan and REO Loan and by the Master Servicer
with respect to each other Mortgage Loan or, if applicable, Loan Pair
substantially containing the content described in Exhibit S attached hereto and
conforming to the most recent CMSA standard, as such standards may change from
time to time.

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

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

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

            "Original Class IO-I Notional Amount": $950,042,448.

            "Original Class IO-II Notional Amount": $754,125,000.

            "Original Notional Amount": The Original Class IO-I Notional Amount
or the Original Class IO-II 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.

            "Pass-Through Rate": With respect to:

            (i)     the Class A-1 Certificates for any Distribution Date, 4.539%
                    per annum;

            (ii)    the Class A-2 Certificates for any Distribution Date, 5.681%
                    per annum;

            (iii)   the Class A-3 Certificates for any Distribution Date, 6.164%
                    per annum;

            (iv)    the Class A-4 Certificates for any Distribution Date, 6.287%
                    per annum;

            (v)     the Class B Certificates for any Distribution Date, 6.413%
                    per annum;

            (vi)    the Class C Certificates for any Distribution Date, 6.551%
                    per annum;

            (vii)   the Class D Certificates for any Distribution Date, 6.630%
                    per annum;

            (viii)  the Class E Certificates for any Distribution Date, the
                    lesser of (1) 7.029% per annum and (2) the Weighted Average
                    Net Mortgage Rate for such date;

            (ix)    the Class F Certificates for any Distribution Date, the
                    lesser of (1) 7.128% per annum and (2) the Weighted Average
                    Net Mortgage Rate for such date;

            (x)     the Class G Certificates for any Distribution Date, the
                    Weighted Average Net Mortgage Rate for such date less 0.05%
                    per annum;

            (xi)    the Class H Certificates for any Distribution Date, 6.290%
                    per annum;

            (xii)   the Class J Certificates for any Distribution Date, 6.290%
                    per annum;

            (xiii)  the Class K Certificates for any Distribution Date, 6.290%
                    per annum;

            (xiv)   the Class L Certificates for any Distribution Date, 6.290%
                    per annum;

            (xv)    the Class M Certificates for any Distribution Date, 6.290%
                    per annum;

            (xvi)   the Class N Certificates for any Distribution Date, 6.290%
                    per annum;

            (xvii)  the Class O Certificates for any Distribution Date, 6.290%
                    per annum;

            (xviii) the Class IO-I Certificates, for the initial Distribution
                    Date, 0.41442% per annum, and for any subsequent
                    Distribution Date, the weighted average of Class IO-I 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

            (xix)   the Class IO-II Certificates for the initial Distribution
                    Date, 1.19250% per annum, and for any subsequent
                    Distribution Date, the weighted average of the Class IO-II
                    Strip Rates for the respective Class IO-II Components for
                    such Distribution Date (weighted on the basis of the
                    respective Component Notional Amounts of such Components
                    outstanding immediately prior to such Distribution Date).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            "Permitted Transferee": Any Transferee of a Residual Certificate
other than a Disqualified Organization, a Plan or a Non-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
the ED Loan REMIC, REMIC I or REMIC II, the Holder of Certificates holding the
largest Percentage Interest of the related Class of Residual Certificates.

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

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

            "Prepayment Interest Shortfall": With respect to any Mortgage Loan
that was subject to a voluntary Principal Prepayment in full or in part during
any Collection Period, which Principal Prepayment was applied to such Mortgage
Loan prior to such Mortgage Loan's Due Date in such Collection Period, the
amount of interest, to the extent not collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually
collected), that would have accrued at a rate per annum equal to the sum of (x)
the related Net Mortgage Rate for such Mortgage Loan and (y) the Trustee Fee
Rate, on the amount of such Principal Prepayment during the period commencing on
the date as of which such Principal Prepayment was applied to such Mortgage Loan
and ending on the day immediately preceding such Due Date, inclusive. A
Prepayment Interest Shortfall in respect of the ED Loan shall be a Prepayment
Interest Shortfall in respect of the ED Loan REMIC Regular Interest.
Notwithstanding the foregoing, the Master Servicer shall not be required to pay
any Prepayment Interest Shortfall with respect to any assumption of that certain
Mortgage Loan identified on the Mortgage Loan Schedule as loan number 11 on or
before March 11, 2003 as more particularly described in the related Mortgage
Loan documents.

            "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.

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

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

            (e) with respect to any REO Properties, the aggregate of the
principal portions of all Assumed Scheduled Payments deemed due in respect of
the related REO Loans for their respective Due Dates occurring during the
related Collection Period;

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

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

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

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

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

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

            "Prospectus": The prospectus dated May 1, 2002, as supplemented by
the Prospectus Supplement, relating to the Registered Certificates.

            "Prospectus Supplement": The final prospectus supplement dated May
14, 2002 of the Depositor relating to the registration of the Registered
Certificates under the Securities Act.

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

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

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

            "Purchase Price": With respect to any Mortgage Loan (or REO Loan) to
be purchased by a Mortgage Loan Seller pursuant to the Wachovia Mortgage Loan
Purchase Agreement, the Artesia Mortgage Loan Purchase Agreement, the Greenwich
Mortgage Loan Purchase Agreement or the Nomura Mortgage Loan Purchase Agreement,
as applicable, by the Majority Subordinate Certificateholder, the Companion
Holder or the Special Servicer as described in Section 3.18(c), 3.18(d) or
3.18(e), the Abbey Mezzanine Lender pursuant to Section 3.18(m), 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, or, in the case of any
Loan Pair, the purchase price specified in the related Co-Lender Agreement;
provided that the Purchase Price shall not be reduced by any outstanding P&I
Advance.

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

            "Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction (i) with a minimum claims paying ability rating of at least "A2" by
Moody's and "A" by S&P (or the obligations of which are guaranteed or backed by
a company having such a claims paying ability) and (ii) with respect to the
fidelity bond and errors and omissions Insurance Policy required to be
maintained pursuant to Section 3.07(c), an insurance company that has a claims
paying ability rated no lower than two rating categories (without regard to
pluses or minuses or numerical qualifications) below the rating assigned to the
then highest rated outstanding Certificate (or, with respect to the required
Moody's rating, if not rated by Moody's, then at least "A" by two other
nationally recognized statistical rating organizations (which may include S&P))
but in no event lower than "A" by S&P and "A2" by Moody's (or, if not rated by
Moody's, then at least "A" by two other nationally recognized statistical rating
organizations (which may include S&P)), or, in the case of clauses (i) and (ii),
such other rating as each Rating Agency shall have confirmed in writing will not
cause such Rating Agency to downgrade, qualify or withdraw the then-current
rating assigned to any of the Certificates that are then currently being rated
by such Rating Agency.

            "Qualified Substitute Mortgage Loan": A mortgage loan which must, on
the date of substitution: (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Stated Principal
Balance of the deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs; (ii) have a Mortgage Rate not less than
the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as
the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted
Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve
30-day months); (v) have a remaining term to stated maturity not greater than,
and not more than two years less than, the remaining term to stated maturity of
the deleted Mortgage Loan; (vi) have an original Loan-to-Value Ratio not higher
than that of the deleted Mortgage Loan and a current Loan-to-Value Ratio not
higher than the then current Loan-to-Value Ratio of the deleted Mortgage Loan;
(vii) comply as of the date of substitution with all of the representations and
warranties set forth in the Wachovia Mortgage Loan Purchase Agreement, the
Artesia Mortgage Loan Purchase Agreement, the Greenwich Mortgage Loan Purchase
Agreement or the Nomura Mortgage Loan Purchase Agreement, as applicable; (viii)
have an Environmental Assessment that indicates no adverse environmental
conditions with respect to the related Mortgaged Property and which will be
delivered as a part of the related Servicing File; (ix) have an original Debt
Service Coverage Ratio of not less than the original Debt Service Coverage Ratio
of the deleted Mortgage Loan and a current Debt Service Coverage Ratio of not
less than the current Debt Service Coverage Ratio of the deleted Mortgage Loan;
(x) be determined by an Opinion of Counsel (at the applicable Mortgage Loan
Seller's expense) to be a "qualified replacement mortgage" within the meaning of
Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date two
years prior to the Rated Final Distribution Date; (xii) not be substituted for a
deleted Mortgage Loan unless the Trustee has received prior confirmation in
writing by each Rating Agency that such substitution will not result in the
withdrawal, downgrade, or qualification of the rating assigned by the Rating
Agency to any Class of Certificates then rated by the Rating Agency (the cost,
if any, of obtaining such confirmation to be paid by the Mortgage Loan Seller);
(xiii) have a date of origination that is not more than 12 months prior to the
date of substitution; (xiv) have been approved by the Controlling Class
Representative (or, if there is no Controlling Class Representative then
serving, by the Holders of Certificates representing a majority of the Voting
Rights allocated to the Controlling Class), which approval may not be
unreasonably withheld or delayed; and (xv) not be substituted for a deleted
Mortgage Loan if it would result in the termination of the REMIC status of the
ED Loan REMIC, REMIC I or REMIC II or the imposition of tax on any of such
REMICs other than a tax on income expressly permitted or contemplated to be
received by the terms of this Agreement, as determined by an Opinion of Counsel
(at the applicable Mortgage Loan Seller's expense). In the event that one or
more mortgage loans are substituted for one or more deleted Mortgage Loans, then
the amounts described in clause (i) shall be determined on the basis of
aggregate principal balances and the rates described in clause (ii) above and
the remaining term to stated maturity referred to in clause (v) above shall be
determined on a weighted average basis. 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 April
2034, the first Distribution Date after the 24th month following the end of the
amortization term for the Mortgage Loan that, as of the Cut-off Date, has the
longest remaining amortization term.

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

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

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

            "Registered Certificate": Any Class A-1, Class A-2, Class A-3, Class
A-4, Class B, Class C 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; provided, however, with respect to interest on Servicing
Advances on any Loan Pair, the rate per annum shall be equal to the Prime Rate
plus 1.0% to the extent so provided in the related Co-Lender Agreement.

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

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

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

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

            "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 (other than
REMIC I Regular Interest LA-2-1, LA-2-2, LA-4-1 and LA-4-2) shall equal the
Original Class Principal Balance of the corresponding Class of Sequential Pay
Certificates as set forth in the Preliminary Statement hereto. As of the Closing
Date, the REMIC I Principal Balance of REMIC I Regular Interest LA-2-1, LA-2-2,
LA-4-1 and LA-4-2 shall be $51,328,000, $84,170,000, $10,841,000 and
$393,316,000, respectively. On each Distribution Date, the REMIC I Principal
Balance of each REMIC I Regular Interest shall be permanently reduced by all
distributions of principal deemed to have been made in respect of such REMIC I
Regular Interest on such Distribution Date pursuant to Section 4.01(h), and
shall be further permanently reduced on such Distribution Date by all Realized
Losses and Additional Trust Fund Expenses deemed to have been allocated thereto
on such Distribution Date pursuant to Section 4.04(b).

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

            "REMIC I Remittance Rate": With respect to any REMIC I Regular
Interest for any Distribution Date, the Weighted Average Net Mortgage Rate.

            "REMIC I Residual Interest": The sole class of "residual interest,"
within the meaning of Code Section 860G(a)(2), in REMIC I and evidenced by the
Class R-I Certificates.

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

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

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

            "REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "Lennar
Partners, Inc., as Special Servicer, in trust for registered holders of Wachovia
Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2002-C1."

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

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

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

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

            "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 Co-Lender 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 Status Report": A report substantially in the form of and
containing the information described in Exhibit M attached hereto, or in such
other form for the presentation of such information as may be approved by the
CMSA for commercial mortgage securities transactions generally and, insofar as
it requires the presentation of information in addition to that called for by
the form of the "REO Status Report" available as of the Closing Date on the CMSA
website, is reasonably acceptable to the Special Servicer and setting forth with
respect to each REO Property that was included in the Trust Fund as of the close
of business on the Determination Date immediately preceding the preparation of
such report, among other things, (i) the acquisition date of such REO Property,
(ii) the amount of income collected with respect to such REO Property (net of
related expenses) and other amounts, if any, received on such REO Property
during the related Collection Period and (iii) the value of the REO Property
based on the most recent appraisal or other valuation thereof available to the
Special Servicer as of such Determination Date (including any prepared
internally by the Special Servicer).

            "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 or, with respect to the
Mortgaged Property securing the CityPlace Loan Pair, as provided in the related
Co-Lender Agreement, prepared in accordance with 12 CFR ss.225.62 and conducted
in accordance with the standards of the Appraisal Institute.

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

            "Required Appraisal Mortgage Loan": Each Mortgage Loan (i) that is
sixty (60) days or more delinquent in respect of any Periodic Payments, (ii)
that becomes an REO Loan, (iii) that has been modified by the Special Servicer
to reduce the amount of any Periodic Payment (other than a Balloon Payment),
(iv) with respect to which a receiver is appointed and continues in such
capacity in respect of the related Mortgaged Property, (v) with respect to which
a Mortgagor declares bankruptcy or with respect to which the related Mortgagor
is subject to a bankruptcy proceeding or (vi) with respect to which any Balloon
Payment on such Mortgage Loan has not been paid by its scheduled maturity date;
provided, however, that a Required Appraisal Mortgage Loan will cease to be a
Required Appraisal Mortgage Loan;

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

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

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

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

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

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

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

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

            "Restricted Servicer Reports": Each of the Watch List, Operating
Statement Analysis, NOI Adjustment Worksheet and Comparative Financial Status
Report.

            "S&P": Standard and 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.

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

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

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

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

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

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

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

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

            "Servicing File": Any documents, certificates, opinions and reports
(other than documents required to be part of the related Mortgage File)
delivered by the related Mortgagor in connection with, or relating to the
origination and servicing of any Mortgage Loan or which are reasonably required
for the ongoing administration of the Mortgage Loan, including management
agreements, cash management agreements, lockbox agreements, franchise comfort
letters (and evidence of required notification of transfer), appraisals,
surveys, engineering reports, environmental reports, 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 or, if a Loan Pair is involved, with a view
towards the maximization of recovery on such Loan Pair to the Certificateholders
and the related Companion Holder and the Trust (as a collective whole), 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; (ii) the ownership of any Certificate or Companion Loan by the
Master Servicer or the Special Servicer, as the case may be, or by any Affiliate
thereof; (iii) the right of the Master Servicer or the Special Servicer, as the
case may be, to receive compensation or other fees for its services rendered
pursuant to this Agreement; (iv) the obligations of the Master Servicer to make
Advances; (v) the ownership, servicing or management by the Master Servicer or
the Special Servicer or any Affiliate thereof for others of any other mortgage
loans or mortgaged property; (vi) any obligation of the Master Servicer or any
Affiliate of the Master Servicer to repurchase or substitute a Mortgage Loan as
a Mortgage Loan Seller; (vii) any obligation of the Master Servicer or any
Affiliate of the Master Servicer to cure a breach of a representation and
warranty with respect to a Mortgage Loan; and (viii) any debt the Master
Servicer or Special Servicer or any Affiliate of either has extended to any
Mortgagor or any Affiliate of such Mortgagor.

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

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

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

            "Special Servicer": Lennar Partners, Inc., or any successor special
servicer appointed as herein provided.

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

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

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

            (a) the related Mortgagor shall have (i) failed to make when due any
Balloon Payment unless the Master Servicer has, on or prior to the due date of
such Balloon Payment, received written evidence from an institutional lender of
such lender's binding commitment to refinance such Mortgage Loan or Companion
Loan within 60 days after the due date of such Balloon Payment (provided that if
such refinancing does not occur during such time specified in the commitment,
the related Mortgage Loan will immediately become a Specially Serviced Mortgage
Loan), or (ii) failed to make when due any Periodic Payment (other than a
Balloon Payment), and such failure has continued unremedied for 60 days; or

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

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

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

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

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

provided, however, that a Companion Loan shall be deemed to be a Specially
Serviced Mortgage Loan if the related AB Mortgage Loan becomes a Specially
Serviced Mortgage Loan and an AB Mortgage Loan shall be deemed to be a Specially
Serviced Mortgage Loan if the related Companion Loan becomes a Specially
Serviced Mortgage Loan; provided, further, however, that a Mortgage Loan 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 (as such terms may
      be changed or modified in connection with a bankruptcy or similar
      proceeding involving the related Mortgagor or by reason of a modification,
      waiver or amendment granted or agreed to by the Special Servicer pursuant
      to Section 3.20);

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

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

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

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

            "Startup Day": With respect to each of REMIC I and REMIC II, the day
designated as such in Section 10.01(c). With respect to the ED Loan REMIC, June
25, 2001.

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

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

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

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

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

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

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

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

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

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

            A Mortgage Loan or an REO Loan shall be deemed to be part of the
Trust Fund and to have an outstanding Stated Principal Balance until the
Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such
payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.

            With respect to any Companion Loan on any date of determination, the
Stated Principal Balance shall equal the unpaid principal balance of such
Companion Loan. In the case of the ED Loan, "Mortgage Loan" shall refer to the
ED Loan REMIC Regular Interest for purposes of this definition as the context
requires.

            "Subordinated Certificate": Any Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class Z-I, Class Z-II, Class Z-III, Class R-I or Class R-II Certificate.

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

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

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

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

            "Tax Matters Person": With respect to the ED Loan REMIC, 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 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 the ED Loan REMIC, REMIC I and REMIC II due to its
classification as a REMIC under the REMIC Provisions, and the federal income tax
return to be filed on behalf of the Grantor Trust due to its classification as a
grantor trust under the Grantor Trust Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the Internal Revenue Service under any
applicable provisions of federal tax law or any other governmental taxing
authority under applicable State and Local Tax laws.

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

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

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

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

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

            "Trustee Fee": With respect to each Mortgage Loan and REO Loan for
any Distribution Date, an amount equal to one month's interest for the most
recently ended calendar month (calculated on a 30/360 Basis), accrued at the
Trustee Fee Rate on the Stated Principal Balance of such Mortgage Loan or REO
Loan, as the case may be, outstanding immediately following the prior
Distribution Date (or, in the case of the initial Distribution Date, as of the
Closing Date). In the case of the ED Loan, "Mortgage Loan" shall refer to the ED
Loan REMIC Regular Interest for purposes of this definition as the context
requires.

            "Trustee Fee Rate": 00268% per annum.

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

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

            "Uncertificated Accrued Interest": With respect to any REMIC I
Regular Interest, for any Distribution Date, one month's interest at the related
REMIC I Remittance Rate for such Distribution Date, accrued on the REMIC I
Principal Balance of such REMIC I Regular Interest outstanding immediately prior
to such Distribution Date and, to the extent permitted under applicable law,
also on any Uncertificated Accrued Interest in respect of such REMIC I Regular
Interest from the prior Distribution Dates that was not previously deemed paid.
With respect to the ED Loan REMIC Regular Interest, for any Distribution Date,
one month's interest at the related Mortgage Rate for such Distribution Date,
accrued on the Stated Principal Balance of the ED Loan outstanding immediately
prior to such Distribution Date. Uncertificated Accrued Interest in respect of
any REMIC I Regular Interest shall be calculated on a 30/360 Basis and, for any
Distribution Date, shall be deemed to accrue during the calendar month preceding
the month in which such Distribution Date occurs. Uncertificated Accrued
Interest in respect of the ED Loan REMIC Regular Interest shall be calculated on
an Actual/360 Basis and, for any Distribution Date, shall be deemed to accrue
from the related Due Date in the calendar month preceding the month in which
such Distribution Date occurs to the day preceding the next succeeding Due Date.

            "Uncertificated Distributable Interest": With respect to any REMIC I
Regular Interest for any Distribution Date, the Uncertificated Accrued Interest
in respect of such REMIC I Regular Interest for such Distribution Date, reduced
(to not less than zero) by the product of (i) any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date, multiplied by (ii) a fraction,
expressed as a percentage, the numerator of which is the Uncertificated Accrued
Interest in respect of such REMIC I Regular Interest for such Distribution Date,
and the denominator of which is the aggregate Uncertificated Accrued Interest in
respect of all the REMIC I Regular Interests for such Distribution Date. With
respect to the ED Loan REMIC Regular Interest for any Distribution Date, the
Uncertificated Accrued Interest in respect of such ED Loan REMIC Regular
Interest for such Distribution Date, reduced (to not less than zero) by the
amount of Net Aggregate Prepayment Interest Shortfalls, if any, for such
Distribution Date, which relate to the ED Loan.

            "Underwriter": Each of First Union Securities, Inc., Greenwich
Capital Markets, Inc. or Nomura Securities International, Inc. or, in each case,
its successor in interest.

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

            "Unrestricted Servicer Reports": Each of the Updated Collection
Report, Delinquent Loan Status Report, Historical Loan Modification Report,
Historical Liquidation Report, Interim Delinquent Loan Status Report and REO
Status Report.

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

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

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

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

            "Wachovia AB Mortgage Loan": That certain Mortgage Loan identified
on the Mortgage Loan Schedule as loan number 104.

            "Wachovia Co-Lender Agreement": Intercreditor Agreement Among Note
Holders, dated as of October 1, 2001, between Capital Lease Funding, L.P., as
lead lender, and Wachovia Bank, National Association (formerly known as First
Union National Bank), as co-lender, together with, with respect to loan number
104, Intercreditor Agreement Supplement, dated as of December 21, 2001,
regarding the administration of such Loan Pair and the allocation of all amounts
received by the holders of the notes constituting any portion thereof.

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

            "Wachovia 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 Wachovia AB Mortgage Loan.

            "Wachovia Mortgage Loan Purchase Agreement": That certain mortgage
loan purchase agreement, dated as of May 11, 2002 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.

            "Watch List": As of each Determination Date a report, substantially
in the form of Exhibit N attached hereto (or such other form for the
presentation of such information as may be recommended by the CMSA for
commercial mortgage securities transactions generally and, insofar as it
requires the presentation of information in addition to that called for below,
is reasonably acceptable to the Master Servicer), identifying each Mortgage Loan
that is not a Specially Serviced Mortgage Loan (i) with a Debt Service Coverage
Ratio of less than 1.05x, other than Mortgage Loans whose operating results for
the first year of operations represent less than seven months of operating
history, (ii) that is delinquent in respect of its real estate taxes, (iii) for
which any outstanding Advance exists and has been outstanding for 30 days or
more, (iv) for which the Debt Service Coverage Ratio has decreased by more than
10% in the prior 12 months and is less than 1.40x, (v) for which any lease
relating to more than 25% of the rentable area of the related Mortgaged Property
has expired, been terminated, is in default or will expire within the next three
months (without being replaced by one or more tenants or leases), (vi) that is
late in making its Periodic Payment three or more times in the preceding twelve
months, (vii) with overdue material deferred maintenance at the related
Mortgaged Property or (viii) that is 30 or more days delinquent; provided that a
Mortgage Loan will not be identified on the Watch List solely because the
related borrower has failed to deliver operating statements, rent rolls or other
financial statements required to be delivered under the Mortgage Loan documents.

            "Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the rate per annum equal to the weighted average, expressed
as a percentage and rounded to six decimal places, of the respective Net
Mortgage Rates applicable to the Mortgage Loans as of the first day of the
related Collection Period, weighted on the basis of their respective Stated
Principal Balances immediately following the preceding Distribution Date;
provided, however, that in the case of the ED Loan, "Mortgage Loan" shall refer
to the ED Loan REMIC Regular Interest for purposes of this definition.

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

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

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

                                   ARTICLE II

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

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

            (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign, sell, transfer, set over and otherwise convey to the
Trustee, in trust, without recourse, for the benefit of the Certificateholders
(and for the benefit of the other parties to this Agreement as their respective
interests may appear) all the right, title and interest of the Depositor, in, to
and under (i) the Mortgage Loans and all documents included in the related
Mortgage Files and Servicing Files, (ii) the rights of the Depositor under
Sections 2, 3, 9, 10, 11, 12, 13, 14, 16, 17 and 18 of each of the Wachovia
Mortgage Loan Purchase Agreement, the Artesia Mortgage Loan Purchase Agreement,
the Greenwich Mortgage Loan Purchase Agreement and the Nomura Mortgage Loan
Purchase Agreement, (iii) the ED Loan REMIC Interests and (iv) 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, the ED
Loan REMIC Interests and the related rights and property accomplished hereby is
absolute and, notwithstanding Section 11.07, is intended by the parties to
constitute a sale.

            (b) In connection with the Depositor's assignment pursuant to
Section 2.01(a) above the Depositor shall direct, and hereby represents and
warrants that it has directed, the Mortgage Loan Sellers pursuant to the
Wachovia Mortgage Loan Purchase Agreement, the Artesia Mortgage Loan Purchase
Agreement, the Greenwich Mortgage Loan Purchase Agreement and the Nomura
Mortgage Loan Purchase Agreement, as applicable, to deliver to and deposit with,
or cause to be delivered to and deposited with, the Trustee or a Custodian
appointed thereby (with a copy to the Master Servicer and Special Servicer), on
or before the Closing Date, the Mortgage File for each Mortgage Loan so
assigned. The Special Servicer may request the Master Servicer to deliver a copy
of the Servicing File for any Mortgage Loan (other than a Specially Serviced
Mortgage Loan) at the expense of the Special Servicer. None of the Trustee, any
Custodian, the Master Servicer or the Special Servicer shall be liable for any
failure by any Mortgage Loan Seller or the Depositor to comply with the document
delivery requirements of the Wachovia Mortgage Loan Purchase Agreement, the
Artesia Mortgage Loan Purchase Agreement, the Greenwich Mortgage Loan Purchase
Agreement, the Nomura 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 Wachovia Mortgage Loan Purchase Agreement, the Artesia
Mortgage Loan Purchase Agreement, the Greenwich Mortgage Loan Purchase Agreement
or the Nomura Mortgage Loan Purchase Agreement, as applicable, and Section
2.01(b) shall be deemed to have been satisfied as to such non-delivered document
or instrument, and such non-delivered document or instrument shall be deemed to
have been included in the Mortgage File, provided that a photocopy of such
non-delivered document or instrument (certified by the applicable Mortgage Loan
Seller to be a true and complete copy of the original thereof submitted for
recording) is delivered to the Trustee or a Custodian appointed thereby on or
before the Closing Date, and either the original of such non-delivered document
or instrument, or a photocopy thereof, with evidence of recording thereon, is
delivered to the Trustee or such Custodian within 120 days of the Closing Date
(or within such longer period after the Closing Date as the Trustee may consent
to, which consent shall not be unreasonably withheld so long as the applicable
Mortgage Loan Seller is, in good faith, attempting to obtain from the
appropriate county recorder's office such original or photocopy). If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to
any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (ii), (iii), (vi) (if recorded) and (viii) of the definition of
"Mortgage File," with evidence of recording thereon, for any other reason,
including, without limitation, that such non-delivered document or instrument
has been lost, the delivery requirements of the Wachovia Mortgage Loan Purchase
Agreement, the Artesia Mortgage Loan Purchase Agreement, the Greenwich Mortgage
Loan Purchase Agreement or the Nomura Mortgage Loan Purchase Agreement, as
applicable, and Section 2.01(b) shall be deemed to have been satisfied as to
such non-delivered document or instrument and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File, provided
that a photocopy of such non-delivered document or instrument (with evidence of
recording thereon) is delivered to the Trustee or a Custodian appointed thereby
on or before the Closing Date.

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

            (d) The Trustee shall, for a fee paid to the Trustee by the
Depositor on the Closing Date as to each Mortgage Loan, promptly (and in any
event within 90 days following the later of the Closing Date or the delivery of
all assignments and UCC Financing Statements to the Trustee) 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 Wachovia Mortgage Loan Purchase Agreement,
the Artesia Mortgage Loan Purchase Agreement, the Greenwich Mortgage Loan
Purchase Agreement or the Nomura Mortgage Loan Purchase Agreement, as
applicable, to promptly prepare or cause to be prepared a substitute therefor or
cure such defect, as the case may be, and thereafter the Trustee shall upon
receipt thereof cause the same to be duly recorded or filed, as appropriate. On
a monthly basis, 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 that relate to the Mortgage Loans and
that are not required to be a part of a Mortgage File in accordance with the
definition thereof (including any original letters of credit), together with all
Escrow Payments and Reserve Accounts in the possession thereof, shall be
delivered to the Master Servicer or such other Person as may be directed by the
Master Servicer (at the expense of the applicable Mortgage Loan Seller) on or
before the Closing Date and shall be held by the Master Servicer on behalf of
the Trustee in trust for the benefit of the Certificateholders; provided,
however, the Master Servicer shall have no responsibility for holding documents
created or maintained by the Special Servicer hereunder and not delivered to the
Master Servicer.

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

            SECTION 2.02 Acceptance of the Trust Fund by Trustee.

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

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

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

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

            If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the immediately preceding paragraph,
(ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Document
Defect or Breach does not constitute a Document Defect or Breach, as the case
may be, as to 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. With respect to any Crossed Loan conveyed
pursuant to the applicable Mortgage Loan Purchase Agreement, to the extent that
the Mortgage Loan Seller repurchases or substitutes for an affected Crossed Loan
in the manner prescribed above while the Trustee continues to hold any related
Crossed Loans, the Mortgage Loan Seller and the Trustee, without regard to the
provisions of Section 3.20, agree to modify upon such repurchase or
substitution, the related Mortgage Loan Documents in a manner such that such
affected Crossed Loan repurchased or substituted by the Mortgage Loan Seller, on
the one hand, and any related Crossed Loans still held by the Trustee, on the
other, would no longer be cross-defaulted or cross-collateralized with one
another; provided, that the Mortgage Loan Seller shall have furnished the
Trustee, at its expense, with an Opinion of Counsel that such modification shall
not cause an Adverse REMIC Event; provided, further, that if such Opinion of
Counsel cannot be furnished, the Mortgage Loan Seller and the Trustee hereby
agree that such repurchase or substitution of only the affected Crossed Loans,
notwithstanding anything to the contrary herein, shall not be permitted. Any
expenses incurred by the Trustee or the Master Servicer in connection with such
modification (including but not limited to reasonable attorney fees) shall be
paid by the Mortgage Loan Seller. 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.

            (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 or, in the case
of a substitution for the ED Loan, the ED Loan REMIC. Periodic Payments due with
respect to any Qualified Substitute Mortgage Loan on or prior to the related
date of substitution shall not be part of the Trust Fund, the ED Loan REMIC or
REMIC I and will (to the extent received by the Master Servicer) be remitted by
the Master Servicer to the applicable Mortgage Loan Seller promptly following
receipt.

            (d) The Wachovia Mortgage Loan Purchase Agreement, the Artesia
Mortgage Loan Purchase Agreement, the Greenwich Mortgage Loan Purchase Agreement
and the Nomura Mortgage Loan Purchase Agreement provide the sole remedies
available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Document Defect or Breach with respect to the
Mortgage Loans purchased by the Depositor thereunder.

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

            SECTION 2.04 Representations and Warranties of Depositor.

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

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

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

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

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

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

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

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

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

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

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

            SECTION 2.05 Conveyance of Mortgage Loans and ED Loan REMIC;
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 the Mortgage Loans
(other than the Additional Interest), the ED Loan REMIC and the other property
comprising REMIC I to the Trustee for the benefit of the Holders of the Class
R-I Certificates REMIC II as the holder of the REMIC I Regular Interests. The
Trustee acknowledges the assignment to it of the Mortgage Loans, the ED Loan
REMIC and the other property comprising REMIC I and the portion of the Grantor
Trust comprised of Additional Interest, and declares that it holds and will hold
the same in trust for the exclusive use and benefit of all present and future
Holders of the Class R-I Certificates, REMIC II as the holder of the REMIC I
Regular Interests and, as to Additional Interest, the Grantor Trust for the
benefit of the Holders of the Class Z-I, Class Z-II and Class Z-III
Certificates.

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

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

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

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

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

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

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

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

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

            SECTION 3.01 Administration of the Mortgage Loans.

            (a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans and Companion Loans that each is
obligated to service and administer pursuant to this Agreement on behalf of the
Trustee, for the benefit of the Certificateholders and in the case of the
Companion Loans, the Companion Holder, in accordance with any and all applicable
laws, the terms of this Agreement (and, with respect to a Loan Pair, the related
Co-Lender 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
Co-Lender Agreement, the Co-Lender 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 Co-Lender Agreement that would
cause such servicer to violate the Servicing Standard. Without limiting the
foregoing, and subject to Section 3.21, (i) the Master Servicer shall service
and administer all Mortgage Loans and 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. 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 Co-Lender Agreement, the
Companion Holder to execute and deliver, on behalf of the Certificateholders,
the Companion Holder and the Trustee or any of them, (i) any and all financing
statements, continuation statements and other documents or instruments necessary
to maintain the lien created by any Mortgage or other security document in the
related Mortgage File on the related Mortgaged Property and related collateral;
(ii) in accordance with the Servicing Standard and subject to Section 3.20 and
Section 6.11, any and all modifications, waivers, amendments or consents to or
with respect to any documents contained in the related Mortgage File; (iii) any
and all instruments of satisfaction or cancellation, or of partial or full
release, discharge, or assignment, and all other comparable instruments; and
(iv) pledge agreements and other defeasance documents in connection with a
defeasance contemplated pursuant to Section 3.20(h). Subject to Section 3.10,
the Trustee shall, at the written request of the Master Servicer or the Special
Servicer, promptly execute any limited powers of attorney and other documents
furnished by the Master Servicer or the Special Servicer that are necessary or
appropriate to enable them to carry out their servicing and administrative
duties hereunder; provided, however, that the Trustee shall not be held liable
for any misuse of any such power of attorney by the Master Servicer or the
Special Servicer.

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

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

            (e) Servicing and administration of each Companion Loan shall
continue hereunder for so long as the corresponding AB Mortgage Loan or any
related REO Property is part of the Trust Fund or for such longer period as any
amounts payable by the related Companion Holder to or for the benefit of the
Trust or any party hereto in accordance with the related Co-Lender Agreement
remain due and owing.

            SECTION 3.02 Collection of Mortgage Loan Payments.

            (a) Each of the Master Servicer or the Special Servicer shall
undertake reasonable efforts consistent with the Servicing Standard to collect
all payments required under the terms and provisions of the Mortgage Loans and
Companion Loans it is obligated to service hereunder and shall, to the extent
such procedures shall be consistent with this Agreement, follow such collection
procedures in accordance with the Servicing Standard; provided that with respect
to the Mortgage Loans that have Anticipated Repayment Dates, so long as the
related Mortgagor is in compliance with each provision of the related Mortgage
Loan documents, the Master Servicer and Special Servicer (including the Special
Servicer in its capacity as a Certificateholder), shall not take any enforcement
action with respect to the failure of the related Mortgagor to make any payment
of Additional Interest or principal in excess of the principal component of the
constant Periodic Payment, other than requests for collection, until the
maturity date of the related Mortgage Loan; provided that the Master Servicer or
Special Servicer, as the case may be, may take action to enforce the Trust
Fund's right to apply excess cash flow to principal in accordance with the terms
of the Mortgage Loan documents. Consistent with the foregoing and subject to
Section 3.20, the Special Servicer, with regard to a Specially Serviced Mortgage
Loan, or the Master Servicer, with regard to a Mortgage Loan or Companion Loan
that is not a Specially Serviced Mortgage Loan, may waive any Penalty Interest
or late payment charge in connection with any payment on a Mortgage Loan or
Companion Loan.

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

            (c) Within 60 days after the Closing Date, 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.

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

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

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

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

            (b) The Master Servicer (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
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. All such Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors, and further as provided in Section 3.05(a). No costs incurred by the
Master Servicer in effecting the payment of real estate taxes, assessments and,
if applicable, ground rents on or in respect of such Mortgaged Properties shall,
for purposes of this Agreement, including, without limitation, the Paying
Agent's calculation of monthly distributions to Certificateholders, be added to
the unpaid Stated Principal Balances of the related Mortgage Loans or Companion
Loans, notwithstanding that the terms of such Mortgage Loans or Companion Loans
so permit. The foregoing shall in no way limit the Master Servicer's ability to
charge and collect from the Mortgagor such costs together with interest thereon.

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

            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, 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 Co-Lender Agreement with respect to a Loan Pair,
first out of late payment charges and Penalty Interest received on the related
Mortgage Loan or REO Property during the Collection Period in which such
reimbursement is made, and to the extent that such late payment charges and
Penalty Interest are insufficient, but only after or at the same time the
related Advance has been or is reimbursed pursuant to this Agreement, then from
general collections on the Mortgage Loans then on deposit in the Certificate
Account. The Master Servicer shall reimburse itself or the Trustee, as
applicable, for any outstanding Servicing Advance made thereby as soon as
practicable after funds available for such purpose have been received by the
Master Servicer, and in no event shall interest accrue in accordance with this
Section 3.03(d) on any Servicing Advance as to which the corresponding Escrow
Payment or other similar payment by the Mortgagor was received by the Master
Servicer on or prior to the date the related Servicing Advance was made.
Notwithstanding anything herein to the contrary, in no event shall the Master
Servicer or the Trustee be entitled to reimbursement from funds on deposit in
the Certificate Account for any Servicing Advance made with respect to any
Companion Loan to the extent the related AB Mortgage Loan has been paid in full.

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

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

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

            (a) The Master Servicer shall establish and maintain one or more
accounts (collectively, the "Certificate Account"), held on behalf of the
Trustee in trust for the benefit of the Certificateholders. 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 Companion Loans) or as otherwise required hereunder,
the following payments and collections received or made by the Master Servicer
or on its behalf subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans or 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;

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

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

            (vii) any amounts required to be transferred from an REO Account
      pursuant to Section 3.16(c); (viii) any amount in respect of Purchase
      Prices and Substitution Shortfall Amounts pursuant to Section 2.03(b);

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

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

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

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

            The foregoing requirements for deposit in the Certificate Account
shall be exclusive. Notwithstanding the foregoing, actual payments from
Mortgagors in the nature of Escrow Payments, amounts to be deposited in Reserve
Accounts, and amounts that the Master Servicer and the Special Servicer are
entitled to retain as additional servicing compensation pursuant to Sections
3.11(b) and (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.

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

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

            The Master Servicer shall deliver to the Companion Paying Agent each
month on or before 1:30 p.m. New York City time on the P&I Advance Date therein,
for deposit in the Companion Distribution Account, an aggregate amount of
immediately available funds equal to the amount available to be distributed to
the related Companion Holder pursuant to the related Co-Lender 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.

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

            All such amounts deposited in respect of the ED Loan shall be deemed
to be assets of the ED Loan REMIC and distributed in respect of the ED Loan
REMIC Regular Interest and the ED Loan REMIC Residual Interest as set forth in
the ED Loan REMIC Declaration.

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

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

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

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

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

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

            (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 remit to the
      Companion Paying Agent for deposit in each Companion Distribution Account
      the amounts required to be so deposited pursuant to the second paragraph
      of Section 3.04(b) and any amount relating to a Companion Loan that may be
      applied to make P&I Advances pursuant to Section 4.03(a);

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

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

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

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

            (vi) to reimburse the Trustee or itself, in that order, for any
      unreimbursed Servicing Advances, the Trustee's and the Master Servicer's
      respective rights to reimbursement pursuant to this clause (vi) with
      respect to any Servicing Advance being limited to payments made by the
      related Mortgagor that are allocable to such Servicing Advance, or to
      Liquidation Proceeds, Insurance Proceeds and, if applicable, REO Revenues
      received in respect of the particular Mortgage Loan, Companion Loan or REO
      Property as to which such Servicing Advance was made;

            (vii) to reimburse the Trustee or itself, in that order, for any
      unreimbursed Advances that have been or are determined to be
      Nonrecoverable Advances or to pay itself, with respect to any Mortgage
      Loan, Companion Loan or any REO Property, any related earned Master
      Servicing Fee that remained unpaid in accordance with clause (iii) above
      following a Final Recovery Determination made with respect to such
      Mortgage Loan or REO Property and the deposit into the Certificate Account
      of all amounts received in connection therewith;

            (viii) at such time as it reimburses the Trustee or itself, in that
      order, for any unreimbursed Advance pursuant to clause (ii), (vi) or (vii)
      above, to pay the Trustee or itself, as the case may be, in that order,
      any interest accrued and payable thereon in accordance with Section
      3.03(d) or 4.03(d), as applicable; the Master Servicer's rights to payment
      pursuant to this clause (viii) with respect to interest on any Advance
      being permitted to be satisfied (A) subject to the terms of the Co-Lender
      Agreement with respect to the related Loan Pair, out of late payment
      charges and Penalty Interest collected on or in respect of the related
      Mortgage Loan (and if the Advance was made with respect to an AB Mortgage
      Loan, out of such amounts collected on or in respect of the related
      Companion Loan) and REO Loan, during the Collection Period in which such
      Advance is reimbursed (the use of such late payment charges and Penalty
      Interest to be allocated between the Master Servicer and the Special
      Servicer on a pro rata basis based on the amount of late payment charges
      and Penalty Interest that the Master Servicer and the Special Servicer
      have received as additional servicing compensation during such period),
      and (B) to the extent that the late payment charges and Penalty Interest
      described in the immediately preceding clause (A) are insufficient, but
      only at the same time or after such Advance has been reimbursed, out of
      general collections on the Mortgage Loans, Companion Loans and any REO
      Properties on deposit in the Certificate Account;

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

            (x) to pay itself, as additional servicing compensation in
      accordance with Section 3.11(b), (A) interest and investment income earned
      in respect of amounts held in the Certificate Account as provided in
      Section 3.06(b), but only to the extent of the Net Investment Earnings
      with respect to the Certificate Account for any Collection Period; (B) any
      Prepayment Interest Excesses, and (C) Penalty Interest and late payment
      charges (to the extent such Penalty Interest and/or late payment charges
      were not applied to offset interest on Advances pursuant to clause
      (viii)(A) or Additional Trust Fund Expenses pursuant to Section 3.11(b) or
      inspection expenses pursuant to Section 3.12(a));

            (xi) to pay to the Special Servicer, as additional servicing
      compensation in accordance with Section 3.11(d) (to the extent such
      Penalty Interest and/or late payment charges were not applied to offset
      interest on Advances pursuant to clause (viii)(A) or Additional Trust Fund
      Expenses pursuant to Section 3.11(d) or inspection expenses pursuant to
      Section 3.12(a));

            (xii) to pay for the cost of an independent appraiser or other
      expert in real estate matters retained pursuant to Section 3.03(e),
      3.09(a), 3.18 or 4.03(c);

            (xiii) to pay itself, the Special Servicer, the Depositor, or any of
      their respective directors, officers, members, managers, employees and
      agents, as the case may be, any amounts payable to any such Person
      pursuant to Section 6.03;

            (xiv) to pay for (A) the advice of counsel and tax accountants
      contemplated by Section 3.17(a)(iii), (B) the cost of the Opinions of
      Counsel contemplated by Sections 3.09(b)(ii), 3.20(d) and 11.02(a), (C)
      the cost of an Opinion of Counsel contemplated by Section 11.01(a) or
      11.01(c) in connection with any amendment to this Agreement requested by
      the Master Servicer or the Special Servicer that protects or is in
      furtherance of the rights and interests of Certificateholders, and (D) the
      cost of recording this Agreement in accordance with Section 11.02(a);

            (xv) to pay itself, the Special Servicer, any of the Mortgage Loan
      Sellers, the Majority Subordinate Certificateholder, a Companion Holder,
      or any other Person, as the case may be, with respect to each Mortgage
      Loan, if any, previously purchased by such Person pursuant to this
      Agreement, all amounts received thereon subsequent to the date of
      purchase;

            (xvi) to withdraw any Interest Reserve Amount and deposit such
      Interest Reserve Amount into the Interest Reserve Account pursuant to
      Section 3.04(c);

            (xvii) to remit to the Trustee for deposit into the Additional
      Interest Account the amounts required to be deposited pursuant to Section
      3.04(d);

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

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

            (xx) to pay the cost of any Environmental Assessment or any
      remedial, corrective or other action pursuant to Section 3.09(c);

            (xxi) to withdraw any amounts deposited in error;

            (xxii) to withdraw any other amounts that this Agreement expressly
      provides may be withdrawn from the Certificate Account; and

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

            The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan basis when appropriate, in connection with any
withdrawal from the Certificate Account pursuant to clauses (ii)-(xxiii) above.
Upon request, the Master Servicer shall provide to the Trustee such records and
any other information in the possession of the Master Servicer to enable the
Trustee to determine the amounts attributable to the ED Loan REMIC (with respect
to the ED Loan), REMIC I (with respect to the Majority Mortgage Loans and the ED
Loan REMIC Regular Interest) and the Companion Loans. The Master Servicer shall,
to the extent permitted by the terms of the related Co-Lender 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 AB Mortgage Loan has been paid in
full in a prior Collection Period.

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

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

            (i) to be deemed to transfer from the ED Loan REMIC to REMIC I
      amounts distributable in respect of the ED Loan REMIC Regular Interest and
      the Grantor Trust amounts distributable with respect to the ED Loan REMIC
      Residual Interest, to make deemed distributions to itself as holder of the
      REMIC I Regular Interests, and to make distributions to Certificateholders
      on each Distribution Date, pursuant to Sections 4.01 and 9.01, as
      applicable;

            (ii) to pay the Trustee or any of its directors, officers, employees
      and agents, as the case may be, any amounts payable or reimbursable to any
      such Person pursuant to Section 8.05 to the extent not paid pursuant to
      Section 4.01(i);

            (iii) to pay the Trustee the Trustee Fee as contemplated by Section
      8.05(a) hereof with respect to the Majority Mortgage Loans and the ED Loan
      REMIC Regular Interest and to pay the Trustee, as additional compensation,
      interest and investment income earned in respect of amounts held in the
      Distribution Account as provided in Section 3.06, but only to the extent
      of the Net Investment Earnings with respect to such account for the
      related Distribution Date;

            (iv) to pay for the cost of the Opinions of Counsel sought by the
      Trustee (A) as provided in clause (v) of the definition of "Disqualified
      Organization," (B) as contemplated by Section 3.20(d), 9.02(a) and
      10.01(h), or (C) as contemplated by Section 11.01(a) or 11.01(c) in
      connection with any amendment to this Agreement requested by the Trustee
      which amendment is in furtherance of the rights and interests of
      Certificateholders, in each case, to the extent not paid pursuant to
      Section 4.01(i);

            (v) to pay any and all federal, state and local taxes imposed on the
      ED Loan REMIC, 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 the ED Loan REMIC, REMIC I or REMIC II shall be
allocated to the related REMIC, and amounts withdrawn from the Distribution
Account pursuant to clauses (ii) and (iv) above shall be allocated by the REMIC
Administrator between the ED Loan REMIC and REMIC I in proportion to the Stated
Principal Balances of their related Mortgage Loans.

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

            (d) The Master Servicer shall on each P&I Advance Date to occur in
March of each year, 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.

            (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).

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

            (a) The Master Servicer may direct in writing any depository
institution maintaining a Servicing Account, a Reserve Account, the Interest
Reserve Account or the Certificate Account (each, for purposes of this Section
3.06, an "Investment Account"), the 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 or the
Additional Interest Account (also, for purposes of this Section 3.06, an
"Investment Account") to invest, or if it is such depository institution, may
itself invest, the funds held therein only in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
no later than the Business Day immediately preceding the next succeeding date on
which such funds are required to be withdrawn from such account pursuant to this
Agreement. In the event that the Master Servicer shall have failed to give
investment directions for any Servicing Account, any Reserve Account, the
Certificate Account, the Interest Reserve Account (exclusive of any accounts as
are held by the Master Servicer) or the Special Servicer shall have failed to
give investment directions for the REO Account by 11:00 A.M. New York time on
any Business Day on which there may be uninvested cash, such funds held in the
REO Account shall be invested in securities described in clause (i) of the
definition of the term "Permitted Investments"; and such funds held in such
other accounts shall be invested in securities described in clause (v) of such
definition. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trustee (in its capacity as such). The Master Servicer
on behalf of the Trustee for the benefit of Certificateholders (with respect to
Permitted Investments of amounts in the Servicing Accounts, the Reserve
Accounts, the Certificate Account or the Interest Reserve Account), the Special
Servicer on behalf of the Trustee for the benefit of Certificateholders (with
respect to Permitted Investments of amounts in the REO Account) and the Trustee
(with respect to Permitted Investments of amounts in the Distribution Account or
Additional Interest Account) for the benefit of the Certificateholders, shall
(and the Trustee hereby designates the Master Servicer and the Special Servicer,
with respect to any Investment Account maintained by them, and itself, with
respect to the Distribution Account and the Additional Interest Account, as
applicable, as the Person that shall) maintain continuous possession of any
Permitted Investment that is either (i) a "certificated security," as such term
is defined in the UCC, or (ii) other property in which a secured party may
perfect its security interest by possession under the UCC or any other
applicable law. Possession of any such Permitted Investment by the Master
Servicer, the Special Servicer or the Trustee shall constitute possession by the
Trustee, as secured party, for purposes of Section 9-313 of the UCC and any
other applicable law. If amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Master Servicer
(in the case of the Certificate Account, Servicing Accounts, the Interest
Reserve Account and Reserve Accounts), the Special Servicer (in the case of the
REO Account) or the Trustee (with respect to Permitted Investments of amounts in
the Distribution Account and Additional Interest Account) shall:

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

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

            (b) Whether or not the Master Servicer directs the investment of
funds in any of the Servicing Accounts, the Reserve Accounts, the Certificate
Account or the Interest Reserve Account, interest and investment income realized
on funds deposited therein, to the extent of the related Net Investment
Earnings, if any, for each Collection Period and, in the case of a Reserve
Account or a Servicing Account, to the extent not otherwise payable to the
related Mortgagor in accordance with applicable law or the related Mortgage Loan
documents, shall be for the sole and exclusive benefit of the Master Servicer
and shall be subject to its withdrawal in accordance with Section 3.03(a),
3.03(f) or 3.05(a), as applicable. Whether or not the Special Servicer directs
the investment of funds in the REO Account, interest and investment income
realized on funds deposited therein, to the extent of the Net Investment
Earnings, if any, for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). Whether or not the Trustee directs the
investment of funds in the Distribution Account or Additional Interest Account,
interest and investment income realized on funds deposited therein, to the
extent of the Net Investment Earnings, if any, for each related Distribution
Date, shall be for the sole and exclusive benefit of the Trustee and shall be
subject to its (or the Paying Agent's on its behalf) withdrawal in accordance
with Section 3.05(b). If any loss shall be incurred in respect of any Permitted
Investment on deposit in any Investment Account, the Master Servicer (in the
case of the Servicing Accounts, the Reserve Accounts, the Interest Reserve
Account and the Certificate Account, excluding any accounts containing amounts
invested solely for the benefit of, and at the direction of, the Mortgagor under
the terms of the Mortgage Loan or applicable law), the Special Servicer (in the
case of the REO Account) and the Trustee (with respect to Permitted Investments
of amounts in the Distribution Account and Additional Interest Account) shall
promptly deposit therein from its own funds, without right of reimbursement, no
later than, in the case of the Master Servicer and Special Servicer, the end of
the Collection Period during which such loss was incurred and in the case of the
Trustee, no later than 12:00 noon, New York City time, on the Distribution Date,
the amount of the Net Investment Loss, if any, for such Collection Period or on
such Distribution Date, provided, that none of the Master Servicer, the Special
Servicer or the Trustee shall be required to deposit any loss on an investment
of funds in an Investment Account if such loss is incurred solely as a result of
the insolvency of the federal or state chartered depository institution or trust
company that holds such Investment Account, so long as such depository
institution or trust company satisfied the qualifications set forth in the
definition of Eligible Account at the time such investment was made.

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

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

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

            (a) The Master Servicer (with respect to Mortgage Loans and
Companion Loans other than Specially Serviced Mortgaged Loans) and the Special
Servicer (with respect to Specially Serviced Mortgage Loans) shall, consistent
with the Servicing Standard, cause to be maintained for each Mortgaged Property
all insurance coverage as is required under the related Mortgage; provided that,
if and to the extent that any such Mortgage permits the holder thereof any
discretion (by way of consent, approval or otherwise) as to the insurance
coverage that the related Mortgagor is required to maintain, the Master Servicer
shall exercise such discretion in a manner consistent with the Servicing
Standard; and provided, further, that, if and to the extent that a Mortgage so
permits, the related Mortgagor shall be required to exercise its reasonable best
efforts to obtain the required insurance coverage from Qualified Insurers and
required insurance coverage obtained by the Master Servicer shall be from
Qualified Insurers. The cost of any such insurance coverage obtained by either
the Master Servicer or the Special Servicer shall be a Servicing Advance to be
paid by the Master Servicer pursuant to Section 3.03. The Majority Subordinate
Certificateholder may request that earthquake insurance be secured for one or
more Mortgaged Properties at the expense of the Majority Subordinate
Certificateholder. Subject to Section 3.17(a), the Special Servicer shall also
cause to be maintained for each REO Property no less insurance coverage than was
previously required of the Mortgagor under the related Mortgage; provided that
all such insurance shall be obtained from Qualified Insurers. All such insurance
policies maintained by the Master Servicer or the Special Servicer (i) shall
contain (if they insure against loss to property and do not relate to an REO
Property) a "standard" mortgagee clause, with loss payable to the Trustee or the
Master Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of Mortgage Loans); (ii) shall be in the name of the Special Servicer
(in the case of insurance maintained in respect of REO Properties), on behalf of
the Trustee; (iii) shall be non-cancelable without 30 days' prior written notice
to the insured party; (iv) 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) include a replacement cost endorsement providing no deduction
for depreciation (unless such endorsement is not permitted under the related
Mortgage Loan documents); and (vi) 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 borrower to be in default with respect to the failure of the
related borrower to obtain, all-risk casualty insurance which does not contain
any carve-out for terrorist or similar acts, if and only if the Special
Servicer, in consultation with the Controlling Class Representative and, with
respect to the CityPlace AB Mortgage Loan unless a CityPlace Trigger Event has
occurred and is continuing, the related Companion Holder, has determined in
accordance with the Servicing Standard that either (a) such insurance is not
available at any rate or (b) such insurance is not available at commercially
reasonably rates and that such hazards are not at the time commonly insured
against for properties similar to the Mortgaged Property and located in or
around the region in which such Mortgaged Property is located; provided,
however, the Controlling Class Representative or CityPlace Companion Holder, if
applicable, shall not have more than three Business Days to respond to the
Special Servicer's request for consultation; provided, further, that upon the
Special Servicer's determination consistent with the Servicing Standard, that
exigent circumstances do not allow the Special Servicer to consult with the
Controlling Class Representative or CityPlace 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 borrower to maintain terrorism insurance and shall not be
in default of its obligations hereunder as a result of such failure. The Special
Servicer shall promptly notify the Master Servicer of each determination under
this paragraph.

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

            (c) Each of the Master Servicer and the Special Servicer shall at
all times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement in which Specially
Serviced Mortgage Loans or REO Properties are part of the Trust Fund) keep in
force a fidelity bond with Qualified Insurers, such fidelity bond to be in such
form and amount as would permit it to be a qualified FNMA or FHLMC (except with
respect to each Mortgage Loan identified on the Mortgage Loan Schedule as loan
number 9, 17, 19, 39, 54, 96 and 121, as long as the FHLMC waiver is in effect
with respect thereto), whichever is greater, seller-servicer of multifamily
mortgage loans, or in such other form and amount as would not cause the
qualification, downgrading or withdrawal of any rating assigned by any Rating
Agency to the Certificates (as evidenced in writing from each Rating Agency).
Each of the Master Servicer and the Special Servicer shall be deemed to have
complied with the foregoing provision if an Affiliate thereof has such fidelity
bond coverage and, by the terms of such fidelity bond, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as the case
may be. Such fidelity bond shall provide for ten days' written notice to the
Trustee prior to any cancellation.

            Each of the Master Servicer and the Special Servicer shall at all
times during the term of this Agreement (or, in the case of the Special
Servicer, at all times during the term of this Agreement in which Specially
Serviced Mortgage Loans and/or REO Properties exist as part of the Trust Fund)
also keep in force with Qualified Insurers, a policy or policies of insurance
covering loss occasioned by the errors and omissions of its officers, employees
and agents in connection with its servicing obligations hereunder, which policy
or policies shall be in such form and amount as would permit it to be a
qualified FNMA seller-servicer of multifamily mortgage loans, or in such other
form and amount as would not cause the qualification, downgrade or withdrawal of
any rating assigned by any Rating Agency to the Certificates (as evidenced in
writing from each Rating Agency). Each of the Master Servicer and the Special
Servicer shall be deemed to have complied with the foregoing provisions if an
Affiliate thereof has such insurance and, by the terms of such policy or
policies, the coverage afforded thereunder extends to the Master Servicer or the
Special Servicer, as the case may be. Any such errors and omissions policy shall
provide for ten days' written notice to the Trustee prior to cancellation. The
Master Servicer and the Special Servicer shall each cause the Trustee to be an
additional loss payee on any policy currently in place or procured pursuant to
the requirements of this Section 3.07(c).

            For so long as the long-term debt obligations of the Master Servicer
or Special Servicer, as the case may be (or in the case of the initial Master
Servicer and Special Servicer, their respective direct or indirect parent), are
rated at least "A" or the equivalent by all of the Rating Agencies (or such
lower rating as will not result in qualification, downgrading or withdrawal of
the ratings then assigned to the Certificates, as evidenced in writing by the
Rating Agencies), such Person may self-insure with respect to the risks
described in this subsection.

            SECTION 3.08 Enforcement of Alienation Clauses.

            (a) Upon receipt of any request of a waiver in respect of a
due-on-sale or due-on-encumbrance provision, the Master Servicer shall promptly
forward such request to the Special Servicer, who, if otherwise permitted
pursuant this Agreement, will analyze such waiver, including the preparation of
written materials in connection with such analysis, and will close the related
transaction. With respect to all Mortgage Loans and Companion Loans, the Special
Servicer, on behalf of the Trustee as the mortgagee of record, shall, to the
extent permitted by applicable law, enforce the restrictions contained in the
related Mortgage on transfers or further encumbrances of the related Mortgaged
Property and on transfers of interests in the related Mortgagor, unless the
Special Servicer (after providing the Controlling Class Representative, or in
the case of the CityPlace Loan Pair, so long as a CityPlace Trigger Event has
not occurred and is continuing, the CityPlace Companion Holder) 12 Business Days
notice of such proposed action pursuant to Section 6.11(a) or Section 6.11(c),
as the case may be, which notice shall be given by the Special Servicer no later
than three Business Days after receipt of such request) has determined,
consistent with the Servicing Standard, that waiver of such restrictions would
be in accordance with the Servicing Standard. Promptly after the Special
Servicer (after providing the Controlling Class Representative, or in the case
of the CityPlace Loan Pair, so long as a CityPlace Trigger Event has not accrued
and is continuing, the CityPlace Companion Holder, 12 Business Days notice of
such proposed action pursuant to Section 6.11(a) or Section 6.11(c), as the case
may be, which notice shall be given by the Special Servicer no later than three
Business Days after receipt of such request) has made any such determination,
the Special Servicer shall deliver to the Trustee, the Rating Agencies and each
other party hereto an Officers' Certificate setting forth the basis for such
determination. The Special Servicer shall not exercise any such waiver in
respect of a due-on-encumbrance provision of any Mortgage Loan (i) without
receiving prior written confirmation from Moody's that such action would not
result in a downgrading, qualification or withdrawal of the ratings then
assigned to the Certificates or (ii) with respect to which (a) the Stated
Principal Balance of 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, (c) such Mortgage Loan is one of
the ten largest Mortgage Loans as of the date of the waiver (by Stated Principal
Balance), or (d) has a Loan-to-Value Ratio (calculated to include the additional
indebtedness secured by any encumbrance) that is equal to or greater than 85%
and a Debt Service Coverage Ratio (calculated to include the additional debt
from any encumbrance) of 1.2x or less, without receiving a prior written
confirmation from S&P that such action would not result in a downgrading,
qualification or withdrawal of the ratings then assigned to the Certificates.
With respect to a waiver of a due-on-sale provision, the Special Servicer shall
not waive any such restriction without receiving prior written confirmation from
S&P and Moody's that such action would not result in a downgrading,
qualification or withdrawal of the ratings then assigned to the Certificates;
provided that, if the Mortgage Loan does not meet the criteria set forth in
clause (ii)(a), (ii)(b) or (ii)(c) of the prior sentence, the Special Servicer
may waive such requirement without approval by S&P in accordance with the
Servicing Standard; and provided, further, that, if the Mortgage Loan does not
meet the criteria set forth in clauses (ii)(a), or (ii)(b) of the immediately
preceding sentence, the Special Servicer may waive such requirement without
approval by Moody's in accordance with the Servicing Standard.

            (b) Notwithstanding any other provisions of this Section 3.08, the
Master Servicer (without the Special Servicer's consent) or the Special
Servicer, as applicable, may grant, without any Rating Agency confirmation as
provided in paragraph (a) above, a Mortgagor's request for consent to subject
the related Mortgaged Property to an easement or right-of-way for utilities,
access, parking, public improvements or another purpose, and may consent to
subordination of the related Mortgage Loan to such easement or right-of-way
provided the Master Servicer or the Special Servicer, as applicable, shall have
determined in accordance with the Servicing Standard that such easement or
right-of-way shall not materially interfere with the then-current use of the
related Mortgaged Property, or the security intended to be provided by such
Mortgage, the related Mortgagor's ability to repay the Mortgage Loan, or
materially or adversely affect the value of such Mortgaged Property or cause the
Mortgage Loan to cease to be a qualified mortgage loan for REMIC purposes.

            (c) Within ninety (90) days of the Closing Date, with respect to
each of the Mortgage Loans covered by an environmental insurance policy, the
Master Servicer shall notify the insurer under such environmental insurance
policy and take all other action necessary for the Trustee, on behalf of the
Certificateholders, to be an insured (and for the Master Servicer, on behalf of
the Trust Fund, to make claims) under such environmental insurance policy. In
the event that the Master Servicer has actual knowledge of any event (an
"Insured Environmental Event") giving rise to a claim under any environmental
insurance policy in respect of any Mortgage Loan covered thereby, the Master
Servicer shall, in accordance with the terms of such environmental insurance
policy and the Servicing Standard, timely make a claim thereunder with the
appropriate insurer and shall take such other actions in accordance with the
Servicing Standard which are necessary under such environmental insurance policy
in order to realize the full value thereof for the benefit of the
Certificateholders. Any legal fees, premiums or other out-of-pocket costs
incurred in accordance with the Servicing Standard in connection with any such
claim under an environmental insurance policy shall be paid by the Master
Servicer and shall be reimbursable to it as a Servicing Advance. With respect to
each environmental insurance policy that relates to one or more Mortgage Loans,
the Master Servicer shall review and familiarize itself with the terms and
conditions relating to enforcement of claims and shall monitor the dates by
which any claim must be made or any action must be taken under such policy to
realize the full value thereof for the benefit of the Certificateholders in the
event the Master Servicer has actual knowledge of an Insured Environmental Event
giving rise to a claim under such policy.

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

            SECTION 3.09 Realization Upon Defaulted Mortgage Loans; Required
Appraisals.

            (a) The Special Servicer shall, subject to Sections 3.09(b) through
3.09(d) and Section 6.11, exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Mortgage Loans or Companion Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments, including,
without limitation, pursuant to Section 3.20. Subject to the second paragraph of
Section 3.03(c), the Master Servicer shall advance all costs and expenses (other
than costs or expenses that would, if incurred, constitute a Nonrecoverable
Servicing Advance) incurred by the Special Servicer in any such proceedings, and
shall be entitled to reimbursement therefor as provided in Section 3.05(a).
Nothing contained in this Section 3.09 shall be construed so as to require the
Special Servicer, on behalf of the Trust Fund, to make a bid on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the
fair market value of such property, as determined by the Special Servicer in
accordance with the Servicing Standard and in its reasonable and good faith
judgment taking into account, as applicable, among other factors, the period and
amount of any delinquency on the affected Mortgage Loan or Companion Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy, the obligation to dispose of any REO
Property within the time period specified in Section 3.16(a) and the results of
any appraisal obtained pursuant to the following sentence, all such bids to be
made in a manner consistent with the Servicing Standard. If and when the Master
Servicer or the Special Servicer deems it necessary and prudent for purposes of
establishing the fair market value of any Mortgaged Property securing a
Defaulted Mortgage Loan or defaulted Companion Loan, whether for purposes of
bidding at foreclosure or otherwise, it may, at the expense of the Trust Fund,
have an appraisal performed with respect to such property by an Independent
Appraiser or other expert in real estate matters; which appraisal shall take
into account, as applicable, among other factors, the period and amount of any
delinquency on the affected Mortgage Loan, the occupancy level and physical
condition of the Mortgaged Property or REO Property, the state of the local
economy and the obligation to dispose of any REO Property within the time period
specified in Section 3.16(a), including without limitation, any environmental,
engineering or other third party reports available, and other factors that a
prudent real estate appraiser would consider.

            With respect to each Required Appraisal Mortgage Loan, the Special
Servicer will be required to obtain a Required Appraisal (or with 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, 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 AB Mortgage Loan has been paid in
full.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

            (i) such personal property is incident to real property (within the
      meaning of Section 856(e)(1) of the Code) so acquired by the Special
      Servicer; or

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the cost of which may be withdrawn from the Certificate Account pursuant
      to Section 3.05(a)) to the effect that the holding of such personal
      property as part of the Trust Fund (to the extent not allocable to a
      Companion Loan) will not cause the imposition of a tax on the ED Loan
      REMIC, REMIC I or REMIC II under the REMIC Provisions or cause the ED Loan
      REMIC, REMIC I or REMIC II to fail to qualify as a REMIC at any time that
      any Certificate is outstanding.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Master Servicer nor the Special Servicer shall, on behalf of the
Trustee, obtain title to a Mortgaged Property by deed in lieu of foreclosure or
otherwise, or take any other action with respect to any Mortgaged Property, if,
as a result of any such action, the Trustee, on behalf of the
Certificateholders, could, in the reasonable judgment of the Master Servicer or
the Special Servicer, as the case may be, made in accordance with the Servicing
Standard, be considered to hold title to, to be a "mortgagee-in-possession" of,
or to be an "owner" or "operator" of such Mortgaged Property within the meaning
of CERCLA or any comparable law (a "potentially responsible party"), unless (as
evidenced by an Officers' Certificate to such effect delivered to the Trustee
that shall specify all of the bases for such determination) the Special Servicer
has previously determined in accordance with the Servicing Standard, and based
on an Environmental Assessment of such Mortgaged Property performed by an
Independent Person who regularly conducts Environmental Assessments and
performed within six months prior to any such acquisition of title or other
action (a copy of which Environmental Assessment shall be delivered to the
Trustee, the Controlling Class Representative and the Master Servicer), that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that it would maximize the
      recovery to the Certificateholders on a present value basis (the relevant
      discounting of anticipated collections that will be distributable to
      Certificateholders to be performed at the related Net Mortgage Rate) to
      acquire title to or possession of the Mortgaged Property and to take such
      actions as are necessary to bring the Mortgaged Property into compliance
      therewith in all material respects; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could reasonably be
      expected to be required, that it would maximize the recovery to the
      Certificateholders on a present value basis (the relevant discounting of
      anticipated collections that will be distributable to Certificateholders
      to be performed at the related Net Mortgage Rate) to acquire title to or
      possession of the Mortgaged Property and to take such actions with respect
      to the affected Mortgaged Property.

            The Special Servicer shall undertake, in good faith, reasonable
efforts to make the determination referred to in the preceding paragraph and may
conclusively rely on the Environmental Assessment referred to above in making
such determination. The cost of any such Environmental Assessment, as well as
the cost of any remedial, corrective or other further action contemplated by
clause (i) and/or clause (ii) of the preceding paragraph shall be at the expense
of the Trust Fund (except with respect to any Companion Loan and any
Environmental Assessment ordered after the related AB Mortgage Loan has been
paid in full); and if any such Environmental Assessment so warrants, the Special
Servicer shall perform such additional environmental testing as it deems
necessary and prudent to determine whether the conditions described in clauses
(i) and (ii) of the preceding paragraph have been satisfied, the cost of which
shall be at the expense of the Trust Fund.

            (d) If the environmental testing contemplated by Section 3.09(c)
above establishes that any of the conditions set forth in clauses (i) and (ii)
thereof has not been satisfied with respect to any Mortgaged Property securing a
Defaulted Mortgage Loan and there is no breach of a representation or warranty
requiring repurchase under the Wachovia Mortgage Loan Purchase Agreement, the
Artesia Mortgage Loan Purchase Agreement, the Greenwich Mortgage Loan Purchase
Agreement or the Nomura Mortgage Loan Purchase Agreement, as applicable, the
Special Servicer shall take such action as is in accordance with the Servicing
Standard (other than proceeding against the Mortgaged Property) and, at such
time as it deems appropriate, may, on behalf of the Trustee, release all or a
portion of such Mortgaged Property from the lien of the related Mortgage;
provided that, if such Mortgage Loan has a 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 required by Sections
6050J and 6050P of the Code and each year deliver to the Trustee an Officers'
Certificate stating that such reports have been filed. Such reports shall be in
form and substance sufficient to meet the reporting requirements imposed by
Sections 6050J and 6050P of the Code.

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

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

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

            (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in
a manner customary for such purposes, the Master Servicer shall promptly notify
the Trustee in writing, who shall release or cause the related Custodian to
release, by a certification (which certification shall be in the form of a
Request for Release in the form of Exhibit D-1 attached hereto and shall be
accompanied by the form of a release or discharge and shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Certificate Account
pursuant to Section 3.04(a) have been or will be so deposited) of a Servicing
Officer (a copy of which certification shall be delivered to the Special
Servicer) and shall request delivery to it of the related Mortgage File. Upon
receipt of such certification and request, the Trustee shall release, or cause
any related Custodian to release, the related Mortgage File to the Master
Servicer and shall deliver to the Master Servicer such release or discharge,
duly executed. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account or the Distribution Account.

            (b) If from time to time, and as appropriate for servicing or
foreclosure of any Mortgage Loan, the Master Servicer or the Special Servicer
shall otherwise require any Mortgage File (or any portion thereof), the Trustee,
upon request of the Master Servicer and receipt from the Master Servicer of a
Request for Release in the form of Exhibit D-1 attached hereto signed by a
Servicing Officer thereof, or upon request of the Special Servicer and receipt
from the Special Servicer of a Request for Release in the form of Exhibit D-2
attached hereto, shall release, or cause any related Custodian to release, such
Mortgage File (or portion thereof) to the Master Servicer or the Special
Servicer, as the case may be. Upon return of such Mortgage File (or portion
thereof) to the Trustee or related Custodian, or the delivery to the Trustee of
a certificate of a Servicing Officer of the Special Servicer stating that such
Mortgage Loan was liquidated and that all amounts received or to be received in
connection with such liquidation that are required to be deposited into the
Certificate Account pursuant to Section 3.04(a) have been or will be so
deposited, or that such Mortgage Loan has become an REO Property, a copy of the
Request for Release shall be released by the Trustee or related Custodian to the
Master Servicer or the Special Servicer, as applicable.

            (c) Within seven Business Days (or within such shorter period (but
no less than three Business Days) as execution and delivery can reasonably be
accomplished if the Special Servicer notifies the Trustee of an exigency) of the
Special Servicer's request therefor, the Trustee shall execute and deliver to
the Special Servicer (or the Special Servicer may execute and deliver in the
name of the Trustee based on a limited power of attorney issued in favor of the
Special Servicer pursuant to Section 3.01(b)), in the form supplied to the
Trustee, any court pleadings, requests for trustee's sale or other documents
stated by the Special Servicer to be reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or REO Property or to any
legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity or to defend any legal action or counterclaim
filed against the Trust Fund, the Master Servicer or the Special Servicer.
Together with such documents or pleadings, the Special Servicer shall deliver to
the Trustee a certificate of a Servicing Officer requesting that such pleadings
or documents be executed by the Trustee and certifying as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale.

            SECTION 3.11 Servicing Compensation.

            (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Mortgage Loan (including each Specially Serviced Mortgage Loan) and REO
Loan. No Master Servicing Fee shall be payable with respect to the Companion
Loans. As to each such Mortgage Loan and REO Loan, the Master Servicing Fee
shall accrue at the related Master Servicing Fee Rate and on the same principal
amount respecting which the related interest payment due on such Mortgage Loan
or deemed to be due on such REO Loan is computed and calculated on the basis of
a 360-day year consisting of twelve 30-day months (or, in the event of a
Principal Prepayment in full or other Liquidation Event with respect to a
Mortgage Loan or REO Loan, on the basis of the actual number of days to elapse
from and including the related Due Date to but excluding the date of such
Principal Prepayment or Liquidation Event in a month consisting of 30 days). The
Master Servicing Fee with respect to any Mortgage Loan or REO Loan shall cease
to accrue if a Liquidation Event occurs in respect thereof. Earned but unpaid
Master Servicing Fees shall be payable monthly, on a loan-by-loan basis, from
payments of interest on each Mortgage Loan and REO Revenues allocable as
interest on each REO Loan. The Master Servicer shall be entitled to recover
unpaid Master Servicing Fees in respect of any Mortgage Loan or REO Loan out of
that portion of related Insurance Proceeds or Liquidation Proceeds allocable as
recoveries of interest, to the extent permitted by Section 3.05(a)(iii). The
right to receive the Master Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement.

            (b) Additional servicing compensation in the form of: (i) all late
payment charges, Penalty Interest, assumption application fees, modification
fees for Mortgage Loan or Companion Loan modifications made by the Master
Servicer pursuant to Section 3.20(i), defeasance fees, charges for beneficiary
statements or demands, amounts collected for checks returned for insufficient
funds and any similar fees (excluding Prepayment Premiums or Yield Maintenance
Charges), in each case to the extent actually paid by a Mortgagor with respect
to a Mortgage Loan or Companion Loan and, with respect to late payment charges
and penalty charges, accrued during the time that such Mortgage Loan or
Companion Loan was not a Specially Serviced Mortgage Loan, and (ii) fifty
percent (50%) of any assumption fee to the extent actually paid by a Mortgagor
with respect to any Mortgage Loan, Companion Loan or 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 pursuant to this Section 3.11(b). To the extent
the Master Servicer or the Special Servicer receives late payment charges or
Penalty Interest on a Mortgage Loan for which interest on Advances or Additional
Trust Fund Expenses related to such Mortgage Loan has been paid from general
collections on deposit in the Certificate Account since the Closing Date and not
previously reimbursed, 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 related to such Mortgage Loan that have been paid from general
collections on deposit in the Certificate Account since the Closing Date and not
previously reimbursed. 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 is not a Specially Serviced
Mortgage Loan shall be additional compensation to the Master Servicer even if
collected during the period when the related Mortgage Loan or Companion Loan is
a Specially Serviced Mortgaged Loan. The Master Servicer shall also be entitled
to additional servicing compensation in the form of (i) Prepayment Interest
Excesses; (ii) interest or other income earned on deposits in the Certificate
Account and the Interest Reserve Account, in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to
each such account for each Collection Period), and (iii) to the extent not
required to be paid to any Mortgagor under applicable law or the terms of the
related Mortgage Loan or Companion Loan, any interest or other income earned on
deposits in the Reserve Accounts and Servicing Accounts maintained thereby.

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

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

            As further compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Corrected Mortgage Loan, so long as such loan remains a Corrected Mortgage Loan.
As to each Corrected Mortgage Loan, the Workout Fee shall be payable out of, and
shall be calculated by application of the Workout Fee Rate to, each collection
of interest (other than Additional Interest and Penalty Interest) and principal
received on such Mortgage Loan or Companion Loan for so long as it remains a
Corrected Mortgage Loan (net of any portion of such collection payable or
reimbursable to the Master Servicer, the Special Servicer or the Trustee for any
related unpaid or unreimbursed Master Servicing Fees and/or Advances) received
on such Mortgage Loan or Companion Loan for so long as it remains a Corrected
Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will
cease to be payable if a Servicing Transfer Event occurs with respect thereto or
if the related Mortgaged Property becomes an REO Property; provided that a new
Workout Fee would become payable if and when such Mortgage Loan and, if
applicable, Companion Loan again became a Corrected Mortgage Loan. If the
Special Servicer is terminated or resigns, it will retain the right to receive
any and all Workout Fees payable with respect to any Specially Serviced Mortgage
Loan that became a Corrected Mortgage Loan during the period that it acted as
Special Servicer and remained a Corrected Mortgage Loan at the time of its
termination or resignation or if the Special Servicer resolved the circumstances
and/or conditions (including by way of a modification of the related Mortgage
Loan documents) causing the Mortgage Loan to be a Specially Serviced Loan, but
the Mortgage Loan had not as of the time the Special Servicer is terminated or
resigns become a Corrected Mortgage Loan because the related borrower had not
made three consecutive monthly debt service payments (but had made the most
recent monthly debt service payment prior to the termination of the Special
Servicer) and subsequently becomes a Corrected Mortgage Loan as a result of
making such three consecutive payments. The successor Special Servicer will not
be entitled to any portion of those Workout Fees.

            In addition, with respect to each Specially Serviced Mortgage Loan
and REO Loan (or Qualified Substitute Mortgage Loan substituted in lieu
thereof), the Special Servicer shall be entitled to the Principal Recovery Fee
payable out of, and calculated by application of the Principal Recovery Fee Rate
to, all amounts (whether in the form of payments of Liquidation Proceeds or REO
Revenues) 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 recovery of principal, interest and expenses in accordance with Section
3.02(b) or the definition of "REO Loan," as applicable; provided that no
Principal Recovery Fee shall be payable in connection with, or out of (i)
Insurance Proceeds and (ii) Liquidation Proceeds resulting from receipt of
condemnation proceeds or the purchase of any Mortgage Loan or REO Property by a
Mortgage Loan Seller pursuant to the Wachovia Mortgage Loan Purchase Agreement,
the Artesia Mortgage Loan Purchase Agreement, the Greenwich Mortgage Loan
Purchase Agreement or the Nomura Mortgage Loan Purchase Agreement, by the
Majority Subordinate Certificateholder, the Companion Holder or the Special
Servicer pursuant to Section 3.18(c), Section 3.18(d), Section 3.18(e) or
Section 3.18(h) or by the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder pursuant to Section 9.01; and provided, further,
that no Principal Recovery Fee shall be payable (i) in connection with a
Periodic Payment received in connection with such Mortgage Loan or (ii) to the
extent a Workout Fee is payable concerning the Liquidation Proceeds.

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

            (d) Additional servicing compensation in the form of: (i) all late
payment charges, Penalty Interest and assumption application fees received on or
with respect to Specially Serviced Mortgage Loans actually collected that, with
respect to late payment charges and penalty charges, accrued during the time
that the related Mortgage Loan was a Specially Serviced Mortgage Loan, (ii)
fifty percent (50%) of any assumption fee to the extent actually paid by a
Mortgagor with respect to any Mortgage Loan, Companion Loan or Specially
Serviced Mortgage Loan, and (iii) modification fees collected on all Mortgage
Loans or Companion Loans (other than modifications made by the Master Servicer
pursuant to Section 3.20(i)), in each case to the extent actually paid by the
related Mortgagor, shall be retained by the Special Servicer or promptly paid to
the Special Servicer by the Master Servicer and shall not be required to be
deposited in the Certificate Account provided that the Special Servicer's right
to receive late payment charges and Penalty Interest pursuant to clause (i)
above shall be limited to the portion of such items that have not been applied
to pay interest on Advances and property inspection costs in respect of the
related Mortgage Loan as provided in Sections 3.03(d), 3.12(a) and 4.03(d) or
Additional Trust Fund Expenses pursuant to this Section 3.11(d). To the extent
the Master Servicer or the Special Servicer receives late payment charges or
Penalty Interest on a Mortgage Loan for which interest on Advances or Additional
Trust Fund Expenses related to such Mortgage Loan has been paid from general
collections on deposit in the Certificate Account since the Closing Date and not
previously reimbursed, 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
since the Closing Date for which the Trust Fund has not been previously
reimbursed and the amount of Additional Trust Fund Expenses related to such
Mortgage Loan that have been paid from general collections on deposit in the
Certificate Account since the Closing Date and not previously reimbursed. 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

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

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

            (a) The Special Servicer shall perform or cause to be performed a
physical inspection of a Mortgaged Property as soon as practicable after a
related Mortgage Loan (i) becomes a Specially Serviced Mortgage Loan or (ii) the
related Debt Service Coverage Ratio set forth in the Comparative Financial
Status Report is below 1.0x, provided that such expense shall be reimbursable
first out of Penalty Interest and late payment charges otherwise payable to the
Special Servicer and received in the Collection Period during which such
inspection related expenses were incurred, then as an Additional Trust Fund
Expense (except with respect to any Companion Loan and any inspection occurring
after the related AB Mortgage Loan has been paid in full). Each of the Master
Servicer for each Mortgage Loan other than a Specially Serviced Mortgage Loan or
REO Loan and the Special Servicer for each Specially Serviced Mortgage Loan and
REO Loan shall at its expense perform or cause to be performed an inspection of
all the Mortgaged Properties at least once per calendar year (or, in the case of
each Mortgaged Property securing a Mortgage Loan (other than a Specially
Serviced Mortgage Loan) with a then current principal balance (or allocated loan
amount) of less than $2,000,000 at the time of such inspection, every other
calendar year) beginning in 2003; 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).

            With respect to site inspection information, the Master Servicer
shall make such inquiry of any Mortgagor under any related Mortgage Loan as the
Special Servicer may reasonably request.

            The Special Servicer shall, promptly after a Mortgage Loan becomes a
Specially Serviced Mortgage Loan, give written notice to the Master Servicer,
the Controlling Class Representative and the Trustee which shall include an
explanation as to the reasons such Mortgage Loan became a Specially Serviced
Mortgage Loan and the Special Servicer's plan for servicing such Mortgage Loan,
a copy of which notice shall be provided by the Trustee to each Rating Agency
and upon request to each Certificateholder and the Depositor.

            (b) Not later than 2:00 p.m. (New York City time) on the second
Business Day prior to each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Specially Serviced Mortgage Loans and any REO Properties
providing the required information as of the end of the preceding calendar
month: (i) a CMSA Property File; (ii) a Comparative Financial Status Report and
(iii) CMSA Financial File. Not later than 5:00 p.m. (New York City time) on the
first Business Day following each Determination Date, the Special Servicer shall
deliver or cause to be delivered to the Master Servicer the following reports
with respect to the Mortgage Loans (and, if applicable, the related REO
Properties) (or, as to clause (iv) below, only with respect to Specially
Serviced Mortgage Loans) providing the required information as of such
Determination Date: (i) a Historical Liquidation Report; (ii) a Historical Loan
Modification Report; (iii) an REO Status Report and (iv) a Delinquent Loan
Status Report. Not later than 4:00 p.m. (New York City time) on the second
Business Day of each calendar month, the Special Servicer shall deliver or cause
to be delivered to the Master Servicer (in electronic format acceptable to the
Master Servicer and the Special Servicer) an Interim Delinquent Loan Status
Report.

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

            (d) The Special Servicer will deliver to the Master Servicer the
reports set forth in Section 3.12(b) and this Section 3.12(d) and the Master
Servicer shall deliver to the Trustee the reports set forth in Section 3.12 in
an electronic format reasonably acceptable to the Special Servicer and the
Master Servicer with respect to the reports set forth in Section 3.12(b) and
this Section 3.12(d), and the Master Servicer and the Trustee with respect to
the reports set forth in Section 3.12(c). The Master Servicer may, absent
manifest error, conclusively rely on the reports to be provided by the Special
Servicer pursuant to Section 3.12(b) and this Section 3.12(d). The Trustee may,
absent manifest error, conclusively rely on the CMSA Loan Periodic Update File
to be provided by the Master Servicer pursuant to Section 4.02(b). In the case
of information or reports to be furnished by the Master Servicer to the Trustee
pursuant to this Section 3.12, to the extent that such information is based on
reports to be provided by the Special Servicer pursuant to Section 3.12(b) and
this Section 3.12(d) and, to the extent that such reports are to be prepared and
delivered by the Special Servicer pursuant to Section 3.12(b) and this Section
3.12(d), the Master Servicer shall have no obligation to provide such
information or reports until it has received such information or reports from
the Special Servicer and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports required by this Section 3.12 to the
extent caused by the Special Servicer's failure to timely provide any report
required under Section 3.12(b) and this Section 3.12(d) of this Agreement.

            The Special Servicer, in the case of any Specially Serviced Mortgage
Loan and REO Loan, and the Master Servicer, in the case of all other Mortgage
Loans shall each consistent with the Servicing Standard, endeavor to obtain
quarterly and annual operating statements and rent rolls with respect to the
related Mortgage Loans and REO Properties, which efforts shall include in the
case of Mortgage Loans, a letter sent to the related Mortgagor each quarter
(followed up with telephone calls) requesting such quarterly and annual
operating statements and rent rolls until they are received to the extent such
action is consistent with applicable law and the related Mortgage Loan
documents.

            The Special Servicer shall promptly following receipt, deliver
copies of the operating statements and rent rolls received or obtained by it to
the Master Servicer, and the Master Servicer shall deliver copies of the
operating statements and rent rolls received or obtained by it to the Rating
Agencies, the Trustee, the Special Servicer or the Controlling Class
Representative in each case (other than the Rating Agencies and the Controlling
Class Representative which shall be sent copies within 30 days following the
Master Servicer's receipt) upon request.

            Within 30 days after receipt by the Master Servicer or the Special
Servicer of any annual operating statements with respect to any Mortgaged
Property or REO Property, as applicable, each of the Master Servicer and the
Special Servicer shall prepare or update and, with respect to any NOI Adjustment
Worksheet prepared or updated by the Special Servicer, forward to the Master
Servicer, an 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
Operating Statement Analysis for each Mortgaged Property and REO Property, as
applicable. The 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 NOI Adjustment Worksheet for any Mortgaged Property
or REO Property, as the case may be, to update the corresponding Operating
Statement Analysis and shall use any operating statements received with respect
to any Mortgaged Property or REO Property, as the case may be, to prepare the
NOI Adjustment Worksheet for such property. Copies of Operating Statement
Analyses and 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 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 April 30 of each year, beginning April 30, 2003, an
Officers' Certificate stating, as to each signer thereof, that (i) a review of
the activities of the Master Servicer or the Special Servicer, as the case may
be, during the preceding calendar year and of its performance under this
Agreement has been made under such officer's supervision, (ii) to the best of
such officer's knowledge, based on such review, the Master Servicer or the
Special Servicer, as the case may be, has fulfilled all of its obligations under
this Agreement in all material respects throughout such year, or, if there has
been a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof and (iii) the
Master Servicer or the Special Servicer, as the case may be, has received no
notice regarding qualification, or challenging the status, of the ED Loan REMIC,
REMIC I or REMIC II as a REMIC under the REMIC Provisions or of the Grantor
Trust as a "Grantor Trust" for income tax purposes under the Grantor Trust
Provisions from the Internal Revenue Service or any other governmental agency or
body or, if it has received any such notice, specifying the details thereof. The
Master Servicer and Special Servicer shall deliver a copy of such Officer's
Certificate to the Depositor.

            SECTION 3.14 Reports by Independent Public Accountants.

            On or before April 30 of each year, beginning April 30, 2003, each
of the Master Servicer and the Special Servicer at its expense shall cause a
firm of Independent public accountants (which may also render other services to
the Master Servicer or the Special Servicer) that is a member of the American
Institute of Certified Public Accountants to furnish a statement to the Trustee,
Underwriters, Rating Agencies, Controlling Class Representative, Depositor and,
in the case of the Special Servicer, to the Master Servicer, to the effect that
such firm has examined the servicing operations of the Master Servicer or the
Special Servicer, as the case may be, for the previous calendar year (except
that the first such report shall cover the period from the Closing Date through
December 31, 2002) and that, on the basis of such examination, conducted
substantially in compliance with USAP, such firm confirms that the Master
Servicer or the Special Servicer, as the case may be, complied with the minimum
servicing standards identified in USAP, in all material respects, except for
such significant exceptions or errors in records that, in the opinion of such
firm, the USAP requires it to report. In rendering such statement, such firm may
rely, as to matters relating to direct servicing of mortgage loans by
Sub-Servicers, upon comparable statements for examinations conducted
substantially in compliance with the Uniform Single Audit Program for Mortgage
Bankers (rendered within one year of such statement) of independent public
accountants with respect to the related Sub-Servicer.

            SECTION 3.15 Access to Certain Information.

            (a) Upon ten days prior written notice, the Master Servicer (with
respect to the items in clauses (a), (b), (c), (d), (e), (f), (h) and (i)
below), the Special Servicer (with respect to the items in clauses (c), (d),
(e), (f), (g), (h) and (i) below) and the Trustee (with respect to the items in
clause (b) and (i) below and to the extent any other items are in its
possession) shall make available at their respective offices primarily
responsible for administration of the Mortgage Loans (or in the case of Wells
Fargo Bank Minnesota, N.A., at its Corporate Trust Office, except with respect
to documents which constitute part of the Mortgage Files, which will be
maintained at its offices in Minnesota), during normal business hours, or send
to the requesting party, such party having been certified to the Trustee, the
Master Servicer or the Special Servicer, as applicable, in accordance with (a)
and (b) in the following paragraph, as appropriate, at the expense of such
requesting party (unless otherwise provided in this Agreement), for review by
any Certificate Owner or Certificateholder or any Person identified by a
Certificate Owner or Certificateholder or its designated agent to the Trustee,
the Master Servicer or the Special Servicer, as the case may be, as a
prospective transferee of any Certificate or interest therein, the Trustee, the
Rating Agencies, the Underwriters and anyone specified thereby and the Depositor
originals or copies of the following items: (a) this Agreement and any
amendments thereto, (b) all Distribution Date Statements delivered to holders of
the relevant Class of Certificates since the Closing Date and all reports,
statements and analyses delivered by the Master Servicer since the Closing Date
pursuant to Section 3.12(c), (c) all Officers' Certificates delivered by the
Master Servicer or the Special Servicer since the Closing Date pursuant to
Section 3.13, (d) all accountants' reports delivered to the Master Servicer in
respect of itself or the Special Servicer since the Closing Date as described in
Section 3.14, (e) the most recent property inspection report prepared by or on
behalf of the Master Servicer in respect of each Mortgaged Property and any
Environmental Assessments prepared pursuant to Section 3.09, (f) the most recent
Mortgaged Property annual operating statements and rent roll, if any, collected
by or on behalf of the Master Servicer, (g) any and all modifications, waivers
and amendments of the terms of a Mortgage Loan entered into by the Special
Servicer and the Asset Status Report prepared pursuant to Section 3.21(d), (h)
the Servicing File relating to each Mortgage Loan and (i) any and all Officers'
Certificates and other evidence delivered by the Master Servicer or the Special
Servicer, as the case may be, to support its determination that any Advance was,
or if made, would be, a Nonrecoverable Advance pursuant to Section 3.20(d)
including appraisals affixed thereto and any Required Appraisal prepared
pursuant to Section 3.09(a). Copies of any and all of the foregoing items will
be available from the Master Servicer, the Special Servicer or the Trustee, as
the case may be, upon request and shall be provided to any of the Rating
Agencies at no cost pursuant to their reasonable requests.

            In connection with providing access to or copies of the items
described in the preceding paragraph pursuant to this Section 3.15, or with
respect to the Controlling Class Representative, in connection with providing
access to or copies of any items in accordance with this Agreement, the Trustee,
the Master Servicer or the Special Servicer, as applicable, shall require: (a)
in the case of Certificate Owners and the Controlling Class Representative, a
confirmation executed by the requesting Person substantially in the form of
Exhibit V-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 V-2 hereto (or such other form as
may be reasonably acceptable to the Trustee, the Master Servicer or the Special
Servicer, as applicable) generally to the effect that such Person is a
prospective purchaser of a Certificate or an interest therein, is requesting the
information for use in evaluating a possible investment in Certificates and,
subject to the last sentence of this paragraph, will otherwise keep such
information confidential. The Holders of the Certificates, by their acceptance
thereof, and the Controlling Class Representative, by its acceptance of its
appointment, will be deemed to have agreed, subject to the last sentence of this
paragraph, to keep such information confidential (except that any Holder may
provide such information obtained by it to any other Person that holds or is
contemplating the purchase of any Certificate or interest therein, provided that
such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential) and agrees
not to use such information in any manner that would violate federal, state or
local securities laws. Notwithstanding the foregoing, no Certificateholder,
Certificate Owner or prospective Certificateholder or Certificate Owner shall be
obligated to keep confidential any information received from the Trustee, the
Master Servicer or the Special Servicer, as applicable, pursuant to this Section
3.15 that has previously been made available via the Trustee's, the Master
Servicer's or Special Servicer's Internet Website without restriction as to
access, as applicable, or has previously been filed with the Commission, and the
Trustee, the Master Servicer or the Special Servicer, as applicable, shall not
require either of the certifications contemplated by the second preceding
sentence in connection with providing any information pursuant to this Section
3.15 that has previously been made available via the Trustee's, the Master
Servicer's or Special Servicer's Internet Website without restriction as to
access, as applicable, or has previously been filed with the Commission.

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

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

            (b) The Master Servicer may but is not required to, make available
on or prior to the Distribution Date in each month to any interested party (i)
the Distribution Date Statement via its Internet Website, (ii) as a convenience
for interested parties this Agreement, the Prospectus and the Prospectus
Supplement on its Internet Website and (iii) any other items at the request of
the Depositor on its Internet Website.

            The Master Servicer may, but is not required to, make available each
month via its Internet Website (i) to any interested party, the Unrestricted
Servicer Reports, the CMSA Loan Setup File and the CMSA Loan Periodic Update
File, and (ii) to any Privileged Person, with the use of a password provided by
the Master Servicer, the Restricted Servicer Reports, the CMSA Financial File
and the CMSA Property File. Any (y) Restricted Servicer Report or Unrestricted
Servicer Report (other than the Interim Delinquent Loan Status Report) that is
not available on the Master Servicer's Internet Website as described in the
immediately preceding sentence by 5:00 p.m. (New York City time) on the related
Distribution Date, and (z) Interim Delinquent Loan Status Report that is not
available on the Master Servicer's Internet Website as described in the
immediately preceding sentence by 5:00 p.m. (New York City time) on the third
Business Day of each calendar month shall be provided (in electronic format, or
if electronic mail is unavailable, by facsimile) by the Master Servicer, upon
request, to any Person otherwise entitled to access such report on the Master
Servicer's Internet Website.

            In connection with providing access to the Master Servicer's
Internet Website, the Master Servicer may require registration and the
acceptance of a disclaimer.

            If three or more Holders or the Controlling Class Representative
(hereinafter referred to as "Applicants" with a single Person which (together
with its Affiliates) is the Holder of more than one Class of Certificates being
viewed as a single Applicant for these purposes) apply in writing to the
Trustee, and such application states that the Applicants' desire to communicate
with other Holders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
Applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, send, at the Applicants' expense,
the written communication proffered by the Applicants to all Certificateholders
at their addresses as they appear in the Certificate Register.

            (c) The Master Servicer and the Special Servicer shall not be
required to confirm, represent or warrant the accuracy or completeness of any
other Person's information or report included in any communication from the
Master Servicer or the Special Servicer under this Agreement. Neither the Master
Servicer nor the Trustee shall be liable for the dissemination of information in
accordance with this Section 3.15. The Trustee makes no representations or
warranties as to the accuracy or completeness of any report, document or other
information made available on the Trustee's Website and assumes no
responsibility therefor. In addition, the Trustee, the Master Servicer and the
Special Servicer may disclaim responsibility for any information distributed by
the Trustee, the Master Servicer or the Special Servicer, respectively, for
which it is not the original source.

            SECTION 3.16 Title to REO Property; REO Account.

            (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee on behalf of
the Certificateholders and, if applicable, the Companion Holder, as their
interests shall appear. The Special Servicer, on behalf of the Trust Fund, shall
sell any REO Property as soon as practicable in accordance with the Servicing
Standard, but prior to the end of the third year following the calendar year in
which the ED Loan REMIC or REMIC I acquires ownership of such REO Property for
purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) applies for, more than sixty days prior to the end of such third succeeding
year, and is granted an extension of time (an "REO Extension") by the Internal
Revenue Service to sell such REO Property or (ii) obtains for the Trustee an
Opinion of Counsel, addressed to the Trustee, the Special Servicer and the
Master Servicer, to the effect that the holding by the ED Loan REMIC or REMIC I
of such REO Property subsequent to the end of such third succeeding year will
not result in the imposition of taxes on "prohibited transactions" (as defined
in Section 860F of the Code) of the ED Loan REMIC, REMIC I or REMIC II or cause
the ED Loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC at any time
that any Certificates are outstanding. If the Special Servicer is granted the
REO Extension contemplated by clause (i) of the immediately preceding sentence
or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within
such extended period as is permitted by such REO Extension or such Opinion of
Counsel, as the case may be. Any expense incurred by the Special Servicer in
connection with its obtaining the REO Extension contemplated by clause (i) of
the second preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) of the second preceding sentence, shall first be
payable from the related REO Account to the extent of available funds and then
be a Servicing Advance by the Master Servicer.

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

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

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

            SECTION 3.17 Management of REO Property.

            (a) Prior to the acquisition of title to a Mortgaged Property, the
Special Servicer shall review the operation of such Mortgaged Property and
determine the nature of the income that would be derived from such property if
it were acquired by the Trust Fund. If the Special Servicer determines from such
review that:

            (i) None of the income from Directly Operating such REO Property
      would be subject to tax as "net income from foreclosure property" within
      the meaning of the REMIC Provisions (such tax referred to herein as an
      "REO Tax"), and the Special Servicer does not engage in any of the
      activities described in the definition of "Directly Operate" that would
      cause the REO Property to cease to qualify as "foreclosure property"
      within the meaning of Section 860G(a)(8) of the Code, then such Mortgaged
      Property may be Directly Operated by the Special Servicer as REO Property;

            (ii) Directly Operating such Mortgaged Property as an REO Property
      could result in income from such property that would be subject to an REO
      Tax, but that a lease of such property to another party to operate such
      property, or the performance of some services by an Independent Contractor
      with respect to such property, or another method of operating such
      property would not result in income subject to an REO Tax, then the
      Special Servicer may (provided that in the good faith and reasonable
      judgment of the Special Servicer, such alternative is commercially
      feasible and would result in a greater net recovery on a present value
      basis than earning income subject to an REO Tax) acquire such Mortgaged
      Property as REO Property and so lease or manage such REO Property; or

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

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

            (b) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve and protect such REO Property for the benefit of the
Certificateholders (or, if the REO Property was formerly the CityPlace Mortgaged
Property, the Certificateholders and the CityPlace Companion Holder (as a
collective whole)) solely for the purpose of its prompt disposition and sale in
a manner that does not and will not cause such REO Property to fail to qualify
as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code
or either result in the receipt by the ED Loan REMIC or REMIC I, as applicable,
of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the
foregoing, however, the Special Servicer shall have full power and authority to
do any and all things in connection therewith as are consistent with the
Servicing Standard and, consistent therewith, shall withdraw from the REO
Account, to the extent of amounts on deposit therein with respect to any REO
Property, funds necessary for the proper management, maintenance and disposition
of such REO Property, including without limitation:

            (i) all insurance premiums due and payable in respect of such REO
      Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that may result in the imposition of a lien thereon;

            (iii) any ground rents in respect of such REO Property; and

            (iv) all costs and expenses necessary to maintain, lease, sell,
      protect, manage and restore such REO Property.

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

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

            (i) the terms and conditions of any such contract may not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

            (ii) the fees of such Independent Contractor (which shall be
      expenses of the Trust Fund) shall be reasonable and customary in
      consideration of the nature and locality of the REO Property;

            (iii) except as permitted under Section 3.17(a), any such contract
      shall require, or shall be administered to require, that the Independent
      Contractor, in a timely manner, pay all costs and expenses incurred in
      connection with the operation and management of such REO Property,
      including, without limitation, those listed in Section 3.17(b) above, and
      remit all related revenues collected (net of its fees and such costs and
      expenses) to the Special Servicer upon receipt;

            (iv) none of the provisions of this Section 3.17(c) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Special Servicer of any of its duties and
      obligations hereunder with respect to the operation and management of any
      such REO Property; and

            (v) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. No agreement entered into pursuant to this
Section 3.17(c) shall be deemed a Sub-Servicing Agreement for purposes of
Section 3.22.

            SECTION 3.18 Resolution of Defaulted Mortgage Loans and REO
Properties.

            (a) The Master Servicer, the Special Servicer or the Trustee may
sell or purchase, or permit the sale or purchase of, a Mortgage Loan or an REO
Property only on the terms and subject to the conditions set forth in this
Section 3.18 or as otherwise expressly provided in or contemplated by Sections
2.03(a) and 9.01.

            (b) Within 60 days after a Mortgage Loan becomes a Defaulted
Mortgage Loan, the Special Servicer shall determine the fair value of the
Mortgage Loan in accordance with the Servicing Standard; provided, however, that
such determination shall be made without taking into account any effect the
restrictions on the sale of such Mortgage Loan contained herein may have on the
value of such Defaulted Mortgage Loan; provided, further, that, the Special
Servicer shall use reasonable efforts promptly to obtain an Appraisal with
respect to the related Mortgaged Property unless it has an Appraisal that is
less than 12 months old and has no actual knowledge of, or notice of, any event
which in the Special Servicer's judgment would materially affect the validity of
such Appraisal. The Special Servicer shall make its fair value determination as
soon as reasonably practicable (but in any event within thirty (30) days) after
its receipt of such new Appraisal, if applicable. The Special Servicer is
permitted to change, from time to time, its determination of the fair value of a
Defaulted Mortgage Loan based upon changed circumstances, new information or
otherwise, in accordance with the Servicing Standard; provided, however, the
Special Servicer shall update its determination of the fair value at least once
every 90 days. The Special Servicer shall notify the Trustee, the Master
Servicer, each Rating Agency and the Majority Subordinate Certificateholder
promptly upon its fair value determination and any adjustment thereto. In
determining the fair value of any Defaulted Mortgage Loan, the Special Servicer
shall take into account, among other factors, the period and amount of the
delinquency on such Mortgage Loan, the occupancy level and physical condition of
the related Mortgaged Property, the state of the local economy in the area where
the Mortgaged Property is located, and the time and expense associated with a
purchaser's foreclosing on the related Mortgaged Property. In addition, the
Special Servicer shall refer to all other relevant information obtained by it or
otherwise contained in the Mortgage Loan File; provided that the Special
Servicer shall take account of any change in circumstances regarding the related
Mortgaged Property known to the Special Servicer that has occurred subsequent
to, and that would, in the Special Servicer's reasonable judgment, materially
affect the value of the related Mortgaged Property reflected in the most recent
related Appraisal. Furthermore, the Special Servicer shall consider all
available objective third-party information obtained from generally available
sources, as well as information obtained from vendors providing real estate
services to the Special Servicer, concerning the market for distressed real
estate loans and the real estate market for the subject property type in the
area where the related Mortgaged Property is located. The Special Servicer may
conclusively rely on the opinion and reports of Independent third parties in
making such determination.

            (c) Subject to the terms set forth in Section 2.03, in the event a
Mortgage Loan becomes a Defaulted Mortgage Loan, each of the Majority
Subordinate Certificateholder and the Special Servicer shall have an assignable
option (a "Purchase Option") to purchase such Defaulted Mortgage Loan from the
Trust Fund at a price (the "Option Price") equal to (i) the Purchase Price, if
the Special Servicer has not yet determined the fair value of the Defaulted
Mortgage Loan, or (ii) the fair value of the Defaulted Mortgage Loan as
determined by the Special Servicer in the manner described in Section 3.18(b)
and in accordance with the Servicing Standard, if the Special Servicer has made
such fair value determination. Any holder of a Purchase Option may sell,
transfer, assign or otherwise convey its Purchase Option with respect to any
Defaulted Mortgage Loan to any party at any time after the related Mortgage Loan
becomes a Defaulted Mortgage Loan. The transferor of any Purchase Option shall
notify the Trustee and the Master Servicer of such transfer and such notice
shall include the transferee's name, address, telephone number, facsimile number
and appropriate contact person(s) and shall be acknowledged in writing by the
transferee. Notwithstanding the foregoing, the Majority Subordinate
Certificateholder shall have the right to exercise its Purchase Option prior to
any exercise of the Purchase Option by the Special Servicer; provided, however,
if the Purchase Option is not exercised by the Majority Subordinate
Certificateholder or any assignee thereof within 60 days of a Mortgage Loan
becoming a Defaulted Mortgage Loan, then the Special Servicer shall have the
right to exercise its Purchase Option prior to any exercise by the Majority
Subordinate Certificateholder and the Special Servicer or its assignee may
exercise such Purchase Option at any time during the fifteen day period
immediately following the expiration of such 60-day period. Following the
expiration of such fifteen day period, the Majority Subordinate
Certificateholder shall again have the right to exercise its Purchase Option
prior to any exercise of the Purchase Option by the Special Servicer. If not
exercised earlier, the Purchase Option with respect to any Defaulted Mortgage
Loan will automatically terminate (i) once the related Defaulted Mortgage Loan
is no longer a Defaulted Mortgage Loan; provided, however, that, if such
Mortgage Loan subsequently becomes a Defaulted Mortgage Loan, the related
Purchase Option shall again be exercisable, (ii) upon the acquisition, by or on
behalf of the Trust Fund, of title to the related Mortgaged Property through
foreclosure or deed in lieu of foreclosure or (iii) the modification or pay-off,
in full or at a discount, of such Defaulted Mortgage Loan in connection with a
workout.

            (d) Notwithstanding Section 3.18(c), Section 3.18(g) or Section
3.18(h), pursuant to the terms of the related Co-Lender Agreement, the Companion
Holder will have the right to purchase the related AB Mortgage Loan or related
REO Property. Such right of the Companion Holder shall be given priority over
any provision described in Section 3.18(c), Section 3.18(g) or Section 3.18(h).
If the AB Mortgage Loan or REO Property is purchased by the 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, the Master Servicer nor the Trust Fund
shall acquire a Companion Loan; provided, however, an affiliate of the Master
Servicer may acquire the Wachovia Companion Loan.

            (e) Upon receipt of notice from the Special Servicer indicating that
a Mortgage Loan has become a Defaulted Mortgage Loan, the holder (whether the
original grantee of such option or any subsequent transferee) of the Purchase
Option may exercise the Purchase Option by providing the Master Servicer and the
Trustee written notice thereof (the "Purchase Option Notice"), in the form of
Exhibit CC, which notice shall identify the Person that, on its own or through
an Affiliate, will acquire the related Mortgage Loan upon closing and shall
specify a cash exercise price at least equal to the Option Price. The Purchase
Option Notice shall be delivered in the manner specified in Section 11.05. The
exercise of any Purchase Option pursuant to this clause (e) shall be
irrevocable.

            (f) If the Special Servicer or the Majority Subordinate
Certificateholder, or any of their respective Affiliates, is identified in the
Purchase Option Notice as the Person expected to acquire the related Mortgage
Loan, the Trustee shall determine as soon as reasonably practicable (and, in any
event, within thirty (30) days) after the Trustee has received the written
notice, whether the Option Price represents fair value for the Defaulted
Mortgage Loan; provided that, if the Special Servicer is then in the process of
obtaining a new Appraisal with respect to the related Mortgaged Property, then
the Trustee shall make its fair value determination with respect to such
Mortgage Loan as soon as reasonably practicable (but in any event within thirty
(30) days) after the Trustee's receipt of such new Appraisal. Such fair value
determination shall be made in accordance with the Servicing Standard. In
determining the fair value of any Defaulted Mortgage Loan, the Trustee shall
take into account, among other factors, the period and amount of the delinquency
on such Mortgage Loan, the occupancy level and physical condition of the related
Mortgaged Property, the state of the local economy in the area where the
Mortgaged Property is located, and the time and expense associated with a
purchaser's foreclosing on the related Mortgaged Property. In addition, the
Trustee shall refer to the Servicing Standard and all other relevant information
delivered to it by the Special Servicer or otherwise contained in the Mortgage
Loan File; provided that the Trustee shall take account of any change in
circumstances regarding the related Mortgaged Property known to the Trustee that
has occurred subsequent to, and that would, in the Trustee's reasonable
judgment, materially affect the value of the related Mortgaged Property.
Furthermore, the Trustee shall consider all available objective third-party
information obtained from generally available sources, concerning the market for
distressed real estate loans and the real estate market for the subject property
type in the area where the related Mortgaged Property is located. The Trustee
may rely on the opinion and reports of Independent third parties in making such
determination; provided that the Trustee may rely on the most current Appraisal
obtained for the related Mortgaged Property pursuant to this Agreement. The
reasonable costs of all appraisals, inspection reports and broker opinions of
value, reasonably incurred by the Trustee or any such third party pursuant to
this subsection shall be advanced by the Master Servicer and shall constitute,
and be reimbursable as, Servicing Advances (or if such advance is deemed to be a
Nonrecoverable Advance such costs shall be reimbursable as Additional Trust Fund
Expenses from the Certificate Account pursuant to Section 3.05(a)). The other
parties to this Agreement shall cooperate with all reasonable requests for
information.

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

            (h) In the event that title to any REO Property is acquired by the
Trust in respect of any Defaulted Mortgage Loan, the deed or certificate of sale
shall be issued to the Trust, the Trustee or to its nominees. The Special
Servicer, after notice to the Controlling Class Representative, shall use its
reasonable best efforts to sell any REO Property as soon as practicable in
accordance with Section 3.16(a). If the Special Servicer on behalf of the
Trustee has not received an REO Extension or an Opinion of Counsel described in
Section 3.16(a) and the Special Servicer is not able to sell such REO Property
within the period specified above, or if an REO Extension has been granted and
the Special Servicer is unable to sell such REO Property within the extended
time period, the Special Servicer shall, after consultation with the Controlling
Class Representative, before the end of such period or extended period, as the
case may be, auction the REO Property to the highest bidder (which may be the
Special Servicer) in accordance with the Servicing Standard. The Special
Servicer shall give the Controlling Class Representative, the Master Servicer
and the Trustee not less than five days' prior written notice of its intention
to sell any REO Property, and in respect of such sale, the Special Servicer
shall offer such REO Property in a commercially reasonable manner. Where any
Interested Person is among those bidding with respect to an REO Property, the
Special Servicer shall require that all bids be submitted in writing and be
accompanied by a refundable deposit of cash in an amount equal to 5% of the bid
amount. No Interested Person shall be permitted to purchase the REO Property at
a price less than the Purchase Price; and provided, further, that, if the
Special Servicer intends to bid on any REO Property, (i) the Special Servicer
shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain,
at the expense of the Trust, an Appraisal of such REO Property and (iii) the
Special Servicer shall not bid less than the 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 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. Notwithstanding the foregoing, nothing herein shall limit the
liability of the Master Servicer, the Special Servicer or the Trustee to the
Trust 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 or any Certificateholder with
respect to the price at which a Defaulted Mortgage Loan is sold if the sale is
consummated in accordance with the terms of this Agreement.

            (j) Upon exercise of a Purchase Option, the holder of such Purchase
Option shall be required to pay the purchase price specified in its Purchase
Option Notice to the Special Servicer within 10 Business Days of exercising its
Purchase Option. The proceeds of any sale of a Defaulted Mortgage Loan, after
deduction of the expenses of such sale incurred in connection therewith, shall
be remitted by the Special Servicer to the Master Servicer within one Business
Day of receipt for deposit into the Certificate Account. The Special Servicer
shall immediately notify the Trustee upon the holder of the effective Purchase
Option's failure to remit the purchase price specified in its Purchase Option
Notice pursuant to this Section 3.18(j). Thereafter, the Special Servicer shall
notify each holder of a Purchase Option of such failure and such holder of a
Purchase Option may then exercise its Purchase Option in accordance with this
Section 3.18.

            (k) Notwithstanding anything herein to the contrary, the Special
Servicer shall not take or refrain from taking any action pursuant to
instructions from the Controlling Class Representative that would cause it to
violate applicable law or any term or provision of this Agreement, including the
REMIC Provisions and the Servicing Standard.

            (l) The amount paid for a Defaulted Mortgage Loan or related REO
Property purchased under this Agreement shall be deposited into the Certificate
Account, or if applicable, applied in accordance with the related Co-Lender
Agreement. Upon receipt of an Officers' Certificate from the Master Servicer to
the effect that such deposit has been made, the Trustee shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest in the
purchaser of such Defaulted Mortgage Loan or related REO Property ownership of
the Defaulted Mortgage Loan or REO Property. The Custodian, upon receipt of a
Request for Release, shall release or cause to be released to the Master
Servicer or Special Servicer the related Mortgage File. In connection with any
such purchase, the Special Servicer shall deliver the related Servicing File to
the purchaser of a Defaulted Mortgage Loan or related REO Property.

            (m) Notwithstanding Section 3.18(c) or Section 3.18(g), pursuant to
the terms of the Abbey Intercreditor Agreement, the Abbey Mezzanine Lender will
have the right to purchase the Mortgage Loans described in the Abbey
Intercreditor Agreement at the Purchase Price (as long as an event of default
has occurred and is continuing under the related Mortgage Loan documents) and
such right shall have priority over any provision of Section 3.18(c) or Section
3.18(g).

            SECTION 3.19 Additional Obligations of Master Servicer and Special
Servicer.

            (a) The Master Servicer shall deposit in the Certificate Account on
each P&I Advance Date, without any right of reimbursement therefor with respect
to each Mortgage Loan (other than a Specially Serviced Mortgage Loan and other
than any Mortgage Loan for which the Special Servicer has waived a prepayment
restriction) that was subject to a 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 0.025% per annum) received by the Master Servicer
during such Collection Period on such Mortgage Loan and (B) investment income
earned by the Master Servicer on the related Principal Prepayment during the
most recently ended Collection Period.

            (b) The Master Servicer shall, as to each Mortgage Loan which is
secured by the interest of the related Mortgagor under a Ground Lease, promptly
(and in any event within 60 days of the Closing Date) notify the related ground
lessor in writing of the transfer of such Mortgage Loan to the Trust Fund
pursuant to this Agreement and inform such ground lessor that any notices of
default under the related Ground Lease should thereafter be forwarded to the
Master Servicer.

            (c) The Master Servicer shall provide to each Companion Holder any
reports or notices required to be delivered to such Companion Holder pursuant to
the related Co-Lender Agreement.

            SECTION 3.20 Modifications, Waivers, Amendments and Consents.

            (a) Subject to Sections 3.20(b) through 3.20(l) below and further
subject to Sections 3.08(b) and 6.11, the Master Servicer (to the extent
provided in Section 3.02(a) and Section 3.20(i) below) and the Special Servicer
may, on behalf of the Trustee, agree to any modification, waiver or amendment of
any term of any Mortgage Loan (including, subject to Section 3.20(i), the lease
reviews and lease consents related thereto) without the consent of the Trustee
or any Certificateholder.

            (b) All modifications, waivers or amendments of any Mortgage Loan
(including, subject to Section 3.20(i), the lease reviews and lease consents
related thereto) shall be in writing and shall be considered and effected in
accordance with the Servicing Standard; provided, however, that neither the
Master Servicer nor the Special Servicer, as applicable, shall make or permit or
consent to, as applicable, any modification, waiver or amendment of any term of
any Mortgage Loan not otherwise permitted by this Section 3.20 that would
constitute a "significant modification" of such Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b).

            (c) Except as provided in 3.20(d) and the last sentence of Section
3.02(a), the Special Servicer, on behalf of the Trustee, shall not agree or
consent to any modification, waiver or amendment of any term of any Mortgage
Loan that would:

            (i) affect the amount or timing of any related payment of principal,
      interest or other amount (including Prepayment Premiums or Yield
      Maintenance Charges, but excluding Penalty Interest and amounts payable as
      additional servicing compensation) payable thereunder;

            (ii) affect the obligation of the related Mortgagor to pay a
      Prepayment Premium or Yield Maintenance Charge or permit a Principal
      Prepayment during any period in which the related Mortgage Note prohibits
      Principal Prepayments;

            (iii) except as expressly contemplated by the related Mortgage or
      pursuant to Section 3.09(d), result in a release of the lien of the
      Mortgage on any material portion of the related Mortgaged Property without
      a corresponding Principal Prepayment in an amount not less than the fair
      market value (as determined by an appraisal by an Independent Appraiser
      delivered to the Special Servicer at the expense of the related Mortgagor
      and upon which the Special Servicer may conclusively rely) of the property
      to be released other than in connection with a taking of all or part of
      the related Mortgaged Property or REO Property for not less than fair
      market value by exercise of the power of eminent domain or condemnation or
      casualty or hazard losses with respect to such Mortgaged Property or REO
      Property; or

            (iv) if such Mortgage Loan is equal to or in excess of 5% of the
      then aggregate current principal balances of all Mortgage Loans or
      $20,000,000, 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; or

            (v) 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 CityPlace Companion Holder set forth in Section 6.11 and
the Wachovia Companion Holder pursuant to the Wachovia Co-Lender Agreement, the
Special Servicer may (i) reduce the amounts owing under any Specially Serviced
Mortgage Loan by forgiving principal, accrued interest or any Prepayment Premium
or Yield Maintenance Charge, (ii) reduce the amount of the Periodic Payment on
any Specially Serviced Mortgage Loan, including by way of a reduction in the
related Mortgage Rate, (iii) forbear in the enforcement of any right granted
under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage
Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan, or
(v) accept a Principal Prepayment on any Specially Serviced Mortgage Loan during
any Lockout Period; provided that (A) the related Mortgagor is in default with
respect to the Specially Serviced Mortgage Loan or, in the reasonable, good
faith judgment of the Special Servicer, such default is reasonably foreseeable,
and (B) in the reasonable, good faith judgment of the Special Servicer, such
modification would increase the recovery on the Mortgage Loan to
Certificateholders on a net present value basis (the relevant discounting of
amounts that will be distributable to Certificateholders to be performed at the
related Net Mortgage Rate). In the case of every other modification, waiver or
consent, the Special Servicer shall determine and may rely on an Opinion of
Counsel (which Opinion of Counsel shall be an expense of the Trust Fund to the
extent not paid by the related Mortgagor) to the effect that such modification,
waiver or amendment would not both (1) effect an exchange or reissuance of the
Mortgage Loan under Treasury Regulations Section 1.860G-2(b) of the Code and (2)
cause the ED Loan REMIC, REMIC I or REMIC II to fail to qualify as a REMIC under
the Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions.

            In addition, notwithstanding Section 3.20(c), but subject to the
third paragraph of this Section 3.20(d), the Special Servicer may extend the
date on which any Balloon Payment is scheduled to be due in respect of a
Specially Serviced Mortgage Loan if the conditions set forth in the proviso to
the prior paragraph are satisfied and the Special Servicer has obtained an
appraisal in accordance with the standards of the Appraisal Institute of the
related Mortgaged Property, performed by an Independent Appraiser, 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 IO
Certificates) then outstanding and (C) a rate below the then prevailing interest
rate for comparable loans, as determined by the Special Servicer, (iii) if the
Mortgage Loan is secured by a Ground Lease (and not by the corresponding fee
simple interest), extend the maturity date of such Mortgage Loan beyond a date
which is less than 20 years prior to the expiration of the term of such Ground
Lease; (iv) defer interest due on any Mortgage Loan in excess of 10% of the
Stated Principal Balance of such Mortgage Loan or defer the collection of
interest on any Mortgage Loan without accruing interest on such deferred
interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan.

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

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

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

            (g) The Special Servicer shall notify the Master Servicer, any
related Sub-Servicers, the Trustee, the Controlling Class Representative, with
respect to the CityPlace Loan Pair, the CityPlace Companion Holder, and the
Rating Agencies, in writing, of any material modification, waiver or amendment
of any term of any Mortgage Loan (including fees charged the Mortgagor) and the
date thereof, and shall deliver to the Custodian for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly (and in any event within ten
Business Days) following the execution thereof. Copies of each agreement whereby
any such modification, waiver or amendment of any term of any Mortgage Loan is
effected shall be made available for review upon prior request during normal
business hours at the offices of the Special Servicer pursuant to Section 3.15
hereof.

            (h) The Master Servicer shall not permit defeasance of any Mortgage
Loan (x) on or before the earliest date on which defeasance is permitted under
the terms of such Mortgage Loan, and (y) to the extent inconsistent with the
terms of such Mortgage Loan. Unless and to the extent the Master Servicer is
precluded from preventing such defeasance by the related Mortgage Loan documents
or otherwise (provided that the Master Servicer shall not allow such defeasance
to cause any REMIC created hereunder to fail to qualify as a REMIC, and provided
further, the Master Servicer may rely on an Opinion of Counsel as provided for
in (ii) below), the Master Servicer will not permit defeasance of any Mortgage
Loan, unless: (i) the defeasance collateral consists of "Government Securities"
within the meaning of the Investment Company Act of 1940, (ii) the Master
Servicer has determined that the defeasance will not result in an Adverse REMIC
Event (provided that the Master Servicer shall be entitled to rely conclusively
on an Opinion of Counsel to that effect), (iii) the Master Servicer has notified
the Rating Agencies, (iv) to the extent the defeasance of the Mortgage Loan is
required by the then current applicable Rating Agency criteria to be reviewed by
a Rating Agency, such Rating Agency has confirmed that such defeasance will not
result in the qualification, downgrade or withdrawal of the rating then assigned
to any Class of Certificates to which a rating has been assigned by such Rating
Agency (provided that, pursuant to the current S&P criteria, 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, (A) 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 (B) 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 DD
hereto), (v) the Master Servicer has requested and received from the related
Mortgagor (A) an Opinion of Counsel generally to the effect that the Trustee
will have a perfected, first priority security interest in such defeasance
collateral and (B) written confirmation from a firm of Independent accountants
stating that payments made on such defeasance collateral in accordance with the
terms thereof will be sufficient to pay the subject Mortgage Loan in full on or
before its Stated Maturity Date and in accordance with the Periodic Payment (or,
in the case of an ARD Loan, on or before its Anticipated Repayment Date) and to
timely pay each Periodic Payment scheduled to be due prior thereto but after the
defeasance and (vi) a single purpose entity (as defined below) is designated to
assume the Mortgage Loan and own the defeasance collateral; provided that, if
under the terms of the related Mortgage Loan documents, the related Mortgagor
delivers cash to purchase the defeasance collateral rather than the defeasance
collateral itself, the Master Servicer shall purchase the U.S. government
obligations contemplated by the related Mortgage Loan documents. Subsequent to
the second anniversary of the Closing Date, to the extent that the Master
Servicer can, in accordance with the related Mortgage Loan documents, require
defeasance of any Mortgage Loan in lieu of accepting a prepayment of principal
thereunder, including a prepayment of principal accompanied by a Prepayment
Premium or Yield Maintenance Charge, the Master Servicer shall, to the extent it
is consistent with the Servicing Standard, require such defeasance, provided
that the conditions set forth in clauses (i) through (vi) of the preceding
sentence have been satisfied. Any customary and reasonable out-of-pocket expense
incurred by the Master Servicer pursuant to this Section 3.20(h) shall be paid
by the Mortgagor of the defeased Mortgage Loan pursuant to the related Mortgage,
Mortgage Note or other pertinent document. Notwithstanding the foregoing, if at
any time, a court with jurisdiction in the matter shall hold that the related
Mortgagor may obtain a release of the subject Mortgaged Property but is not
obligated to deliver the full amount of the defeasance collateral contemplated
by the related Mortgage Loan documents (or cash sufficient to purchase such
defeasance collateral), then the Master Servicer shall (i) if consistent with
the related Mortgage Loan documents, refuse to allow the defeasance of the
Mortgage Loan or (ii) if the Master Servicer cannot so refuse and if the related
Mortgagor has delivered cash to purchase the defeasance collateral, the Master
Servicer shall either (A) buy such defeasance collateral or (B) prepay the
Mortgage Loan, in either case, in accordance with the Servicing Standard. For
purposes of this paragraph, a "single purpose entity" shall mean a Person, other
than an individual, whose organization documents provide as follows: it is
formed solely for the purpose of owning and operating a single property,
assuming a Mortgage Loan and owning and pledging the Defeasance Collateral; it
may not engage in any business unrelated to such property and the financing
thereof; it does not have and may not own any assets other than those related to
its interest in the property or the financing thereof and may not incur any
indebtedness other than as permitted by the related Mortgage; it shall maintain
its own books, records and accounts, in each case which are separate and apart
from the books, records and accounts of any other person; it shall hold regular
meetings, as appropriate, to conduct its business, and shall observe all
entity-level formalities and record keeping; it shall conduct business in its
own name and use separate stationery, invoices and checks; it may not guarantee
or assume the debts or obligations of any other person; it shall not commingle
its assets or funds with those of any other person; it shall pay its obligations
and expenses from its own funds and allocate and charge reasonably and fairly
any common employees or overhead shared with affiliates; it shall prepare
separate tax returns and financial statements or, if part of a consolidated
group, shall be shown as a separate member of such group; it shall transact
business with affiliates on an arm's length basis pursuant to written
agreements; and it shall hold itself out as being a legal entity, separate and
apart from any other person. The single purpose entity organizational documents
shall provide that any dissolution and winding up or insolvency filing for such
entity requires the unanimous consent of all partners or members, as applicable,
and that such documents may not be amended with respect to the single purpose
entity requirements during the term of the Mortgage Loan.

            (i) For any Mortgage Loan other than a Specially Serviced Mortgage
Loan and subject to the rights of the Special Servicer set forth in this Section
3.20, the Master Servicer shall be responsible for any request by a Mortgagor
for the consent of the mortgagee for a modification, waiver or amendment of any
term with respect to:

            (i) approving routine leasing activity (including any subordination,
      standstill and attornment agreements) with respect to any lease for less
      than the lesser of (a) 30,000 square feet and (b) 20% of the related
      Mortgaged Property;

            (ii) approving any waiver affecting the timing of receipt of
      financial statements from any Mortgagor provided that such financial
      statements are delivered no less than quarterly and within 60 days of the
      end of the calendar quarter;

            (iii) approving annual budgets for the related Mortgaged Property,
      provided that no such budget (1) provides for the payment of operating
      expenses in an amount equal to more than 110% of the amounts budgeted
      therefor for the prior year or (2) provides for the payment of any
      material expenses to any affiliate of the Mortgagor (other than the
      payment of a management fee to any property manager if such management fee
      is no more than the management fee in effect on the Cut-off Date);

            (iv) subject to other restrictions herein regarding Principal
      Prepayments, waiving any provision of a Mortgage Loan requiring a
      specified number of days notice prior to a Principal Prepayment; and

            (v) approving certain consents with respect to right-of-ways and
      easements and consent to subordination of the related Mortgage Loan to
      such easements or right-of-ways; provided, however, if the Mortgage Loan
      is the CityPlace AB Mortgage Loan, the Master Servicer shall provide
      written notice of such modification, waiver and amendment to the CityPlace
      Companion Holder.

            (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 AB Mortgage Loan, modifies,
waives or amends the terms thereof such that (i) the Stated Principal Balance is
decreased, (ii) the Mortgage Rate is reduced, (iii) payments of interest or
principal are waived, reduced or deferred or (iv) any other adjustment is made
to any of the terms of such AB Mortgage Loan, all payments made in respect of
the related Mortgage Loan shall be made as though such modification, waiver or
amendment did not occur, with the payment terms of such AB Mortgage Loan
remaining the same as they are on the Cut-off Date, and the related Companion
Loan shall bear the full economic effect of all waivers, reductions or deferrals
of amounts due on such AB Mortgage Loan attributable to such modification,
waiver or amendment.

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

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

            Upon determining that a Specially Serviced Mortgage Loan has become
a Corrected Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof to the
Master Servicer, and shall return the related Mortgage File and Servicing File
and all other information, documents and records that were not part of the
Servicing File when it was delivered to the Special Servicer within five
Business Days of the occurrence, to the Master Servicer (or such other Person as
may be directed by the Master Servicer) and upon giving such notice, and
returning such Servicing File, to the Master Servicer (or such other Person as
may be directed by the Master Servicer), the Special Servicer's obligation to
service such Mortgage Loan, and, if applicable, the Companion Loan, and the
Special Servicer's right to receive the Special Servicing Fee with respect to
such Mortgage Loan shall terminate, and the obligations of the Master Servicer
to service and administer such Mortgage Loan and, if applicable, the related
Companion Loan shall resume.

            (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Custodian originals of documents included within
the definition of "Mortgage File" for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and copies of any
additional related Mortgage Loan information, including correspondence with the
related Mortgagor.

            (c) On or before each Determination Date, the Special Servicer shall
deliver to the Master Servicer and each Rating Agency (or such other Person as
may be directed by the Master Servicer) a statement in writing and in computer
readable format (the form of such statement to be agreed upon by the Master
Servicer) describing, on a loan-by-loan and property-by-property basis, (1)
insofar as it relates to Specially Serviced Mortgage Loans and REO Properties,
the information described in clauses (x) through (xiii) of Section 4.02(a) and,
insofar as it relates to the Special Servicer, the information described in
clauses (xxiii), (xxiv) and (xxv) of Section 4.02(a), (2) the amount of all
payments, Insurance Proceeds and Liquidation Proceeds received, and the amount
of any Realized Loss incurred, with respect to each Specially Serviced Mortgage
Loan during the related Collection Period, and the amount of all REO Revenues,
Insurance Proceeds and Liquidation Proceeds received, and the amount of any
Realized Loss incurred, with respect to each REO Property during the related
Collection Period, (3) the amount, purpose and date of all Servicing Advances
made by the Special Servicer with respect to each Specially Serviced Mortgage
Loan and REO Property during the related Collection Period and (4) such
additional information relating to the Specially Serviced Mortgage Loans and REO
Properties as the Master Servicer reasonably requests to enable it to perform
its responsibilities under this Agreement. Notwithstanding the foregoing
provisions of this subsection (c), the Master Servicer shall maintain ongoing
payment records with respect to each of the Specially Serviced Mortgage Loans
and REO Properties and shall provide the Special Servicer with any information
reasonably available to the Master Servicer required by the Special Servicer to
perform its duties under this Agreement.

            (d) No later than 30 days after a Mortgage Loan and, if applicable,
Companion Loan becomes a Specially Serviced Mortgage Loan, the Special Servicer
shall deliver to each Rating Agency, the Trustee, the Master Servicer and the
Controlling Class Representative, a report (the "Asset Status Report") with
respect to such Loan and the related Mortgaged Property. Such Asset Status
Report shall set forth the following information to the extent reasonably
determinable:

            (i) summary of the status of such Specially Serviced Mortgage Loan
      and negotiations with the related Mortgagor;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standard, that are applicable to the exercise of remedies as aforesaid and
      to the enforcement of any related guaranties or other collateral for the
      related Specially Serviced Mortgage Loan and whether outside legal counsel
      has been retained;

            (iii) the most current rent roll and income or operating statement
      available for the related Mortgaged Property;

            (iv) the Appraised Value of the Mortgaged Property together with the
      assumptions used in the calculation thereof;

            (v) summary of the Special Servicer's recommended action with
      respect to such Specially Serviced Mortgage Loan; and

            (vi) such other information as the Special Servicer deems relevant
      in light of the Servicing Standard.

            If within ten (10) Business Days of receiving an Asset Status Report
which relates to a recommended action for which the Controlling Class
Representative (or, with respect to the CityPlace Loan Pair and unless a
CityPlace Trigger Event has occurred and is continuing, the CityPlace Companion
Holder) is entitled to object under Section 6.11, the Controlling Class
Representative (or CityPlace Companion Holder, if applicable) 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 Holder, (as a collective whole)) and it has made a
reasonable effort to contact the Controlling Class Representative and (ii) in
any case, shall determine whether such affirmative disapproval is not in the
best interest of all the Certificateholders pursuant to the Servicing Standard.

            Upon making such determination in clause (ii) of the immediately
preceding paragraph, the Special Servicer shall notify the Trustee of such
rejection and deliver to the Trustee a proposed notice to Certificateholders
which shall include a copy of the Asset Status Report, and the Trustee shall
send such notice to all Certificateholders. If the majority of such
Certificateholders, as determined by Voting Rights, fail, within 5 days of the
Trustee's sending such notice, to reject such Asset Status Report, the Special
Servicer shall implement the same. If the Asset Status Report is rejected by a
majority of the Certificateholders, (other than for a reason which violates the
Servicing Standard, which shall control), the Special Servicer shall revise such
Asset Status Report as described above in this Section 3.21(d) and provide a
copy of such revised report to the Master Servicer. The Trustee shall be
entitled to reimbursement from the Trust Fund for the reasonable expenses of
providing such notices.

            The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with the Servicing Standard, the terms hereof and the related Asset
Status Report. The Special Servicer shall not take any action inconsistent with
the related Asset Status Report, unless such action would be required in order
to act in accordance with the Servicing Standard.

            No direction of the Controlling Class Representative or the majority
of the Certificateholders shall (a) require or cause the Special Servicer to
violate the terms of a Specially Serviced Mortgage Loan, applicable law or any
provision of this Agreement, including the Special Servicer's obligation to act
in accordance with the Servicing Standard and to maintain the REMIC status of
the ED Loan REMIC, REMIC I and REMIC II, (b) result in the imposition of a
"prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions or (c) expose the Master Servicer, the Special Servicer, the
Depositor, any of the Mortgage Loan Sellers, the Trust Fund or the Trustee or
the officers and the directors of each party to claim, suit or liability or (d)
expand the scope of the Master Servicer's, Trustee's or Special Servicer's
responsibilities under this Agreement.

            SECTION 3.22 Sub-Servicing Agreements.

            (a) The Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of their respective obligations hereunder, provided that, in each case,
the Sub-Servicing Agreement: (i) is consistent with this Agreement in all
material respects, requires the Sub-Servicer to comply with all of the
applicable conditions of this Agreement and includes events of default with
respect to the Sub-Servicer substantially similar to the Events of Default set
forth in Section 7.01(a) hereof (other than Section 7.01(a)(ix), (x) and (xi))
to the extent applicable (modified to apply to the Sub-Servicer instead of the
Master Servicer); (ii) provides that if the Master Servicer or the Special
Servicer, as the case may be, shall for any reason no longer act in such
capacity hereunder (including, without limitation, by reason of an Event of
Default), the Trustee or its designee may thereupon assume all of the rights
and, except to the extent such obligations arose prior to the date of
assumption, obligations of the Master Servicer or the Special Servicer, as the
case may be, under such agreement or (except with respect only to the
Sub-Servicing Agreements in effect as of the date of this Agreement) may
terminate such subservicing agreement without cause and without payment of any
penalty or termination fee (other than the right of reimbursement and
indemnification); (iii) provides that the Trustee, for the benefit of the
Certificateholders, shall be a third party beneficiary under such agreement, but
that (except to the extent the Trustee or its designee assumes the obligations
of the Master Servicer or the Special Servicer, as the case may be, thereunder
as contemplated by the immediately preceding clause (ii)) none of the Trustee,
the Trust Fund, any successor Master Servicer or Special Servicer, as the case
may be, or any Certificateholder shall have any duties under such agreement or
any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan
pursuant to this Agreement to terminate such agreement with respect to such
purchased Mortgage Loan at its option and without penalty, (v) with respect to
any Sub-Servicing Agreement entered into by the Special Servicer, does not
permit the Sub-Servicer to enter into or consent to any modification, waiver or
amendment or otherwise take any action on behalf of the Special Servicer
contemplated by Section 3.20 hereof without the consent of such Special Servicer
or conduct any foreclosure action contemplated by Section 3.09 hereof or sale of
a Mortgage Loan or REO Property contemplated by Section 3.18 hereof, and (vi)
does not permit the Sub-Servicer any direct rights of indemnification that may
be satisfied out of assets of the Trust Fund. In addition, each Sub-Servicing
Agreement entered into by the Master Servicer shall provide that such agreement
shall be subject to Section 3.21 hereof with respect to any Mortgage Loan that
becomes a Specially Serviced Mortgage Loan. The Master Servicer and the Special
Servicer each shall 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, and shall be an
approved conventional seller/servicer of mortgage loans for FHLMC or FNMA or a
HUD-Approved Servicer.

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

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

            Each Sub-Servicing Agreement will provide, among other things, that
the Master Servicer and its successors may at its sole option, terminate any
rights the Sub-Servicer may have thereunder with respect to any or all Mortgage
Loans if Moody's (i) reduces the rating assigned to one or more Classes of the
respective Certificates as a result of the sub-servicing of the Mortgage Loans
by the Sub-Servicer, or (ii) advises the Master Servicer or the Trustee in
writing that it will cause a qualification, downgrade or withdrawal of such
rating due to the continued servicing by the Sub-Servicer.

            (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer
and the Special Servicer shall remain obligated and liable to the Trustee and
the Certificateholders for the performance of their respective obligations and
duties under this Agreement in accordance with the provisions hereof to the same
extent and under the same terms and conditions as if each alone were servicing
and administering the Mortgage Loans or REO Properties for which it is
responsible.

            (f) The Special Servicer shall not enter into a Sub-Servicing
Agreement unless Moody's has confirmed in writing that the execution of such
agreement will not result in a qualification, downgrade, or withdrawal of the
then-current ratings on the outstanding Certificates or such Sub-Servicing
Agreement relates to a Mortgage Loan or Mortgage Loans (along with any Mortgage
Loans previously sub-serviced pursuant to this section) that represent less than
25% of the outstanding principal balance of all Specially Serviced Mortgage
Loans. The Special Servicer shall comply with the terms of each such
Sub-Servicing Agreement to the extent the terms thereof are not inconsistent
with the terms of this Agreement and the Special Servicer's obligations
hereunder.

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

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

            (i) The Master Servicer is a national banking association, duly
      organized under the laws of the United States of America, and the Master
      Servicer is in compliance with the laws of each State in which any
      Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement.

            (ii) The execution and delivery of this Agreement by the Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Master Servicer, will not violate the Master Servicer's
      articles of association or by-laws or constitute a default (or an event
      which, with notice or lapse of time, or both, would constitute a default)
      under, or result in the breach of, any material agreement or other
      material instrument to which it is a party or by which it is bound.

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

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

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

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

            (vii) Each officer, director, employee, consultant or advisor of the
      Master Servicer with responsibilities concerning the servicing and
      administration of Mortgage Loans is covered by errors and omissions
      insurance in the amounts and with the coverage as, and to the extent,
      required by Section 3.07(c).

            (viii) The net worth of the Master Servicer (or, in the case of the
      initial Master Servicer, the consolidated net worth thereof and of its
      direct or indirect parent), determined in accordance with generally
      accepted accounting principles, is not less than $15,000,000.

            (ix) Any consent, approval, authorization or order of any court or
      governmental agency or body required for the execution, delivery and
      performance by the Master Servicer of or compliance by the Master Servicer
      with this Agreement or the consummation of the transactions contemplated
      by this Agreement has been obtained and is effective.

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

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

            (i) The Special Servicer is a corporation duly organized under the
      laws of the State of Florida, validly existing and the Special Servicer is
      in compliance with the laws of each State in which any Mortgaged Property
      is located to the extent necessary to perform its obligations under this
      Agreement.

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, will not violate the Special Servicer's
      certificate of incorporation or constitute a default (or an event which,
      with notice or lapse of time, or both, would constitute a default) under,
      or result in the breach of, any material agreement or other material
      instrument by which it is bound.

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

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

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

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

            (vii) Each officer, director and employee of the Special Servicer
      and each consultant or advisor of the Special Servicer with
      responsibilities concerning the servicing and administration of Mortgage
      Loans is covered by errors and omissions insurance in the amounts and with
      the coverage required by Section 3.07(c).

            (viii) Any consent, approval, authorization or order of any court or
      governmental agency or body required for the execution, delivery and
      performance by the Special Servicer of or compliance by the Special
      Servicer with this Agreement or the consummation of the transactions
      contemplated by this Agreement has been obtained and is effective.

            (ix) The Special Servicer possesses all insurance required pursuant
      to Section 3.07(c) of this Agreement.

            (c) The representations and warranties of the Master Servicer and
the Special Servicer, set forth in Section 3.23(a) (with respect to the Master
Servicer) and Section 3.23(b) (with respect to the Special Servicer),
respectively, shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust Fund remains in existence. Upon discovery by any party
hereto of any breach of any of the foregoing representations and warranties, the
party discovering such breach shall give prompt written notice to the other
parties hereto.

            SECTION 3.24 Sub-Servicing Agreement Representation and Warranty.

            (a) The Master Servicer, in such capacity, hereby represents and
warrants to the Trustee, for its own benefit and the benefit of the
Certificateholders, and to the Depositor and the Special Servicer, as of the
Closing Date, that each Sub-Servicing Agreement satisfies the requirements for
such Sub-Servicing Agreements set forth in Sections 3.22(a) and the second
paragraph of 3.22(d) in all material respects.

            SECTION 3.25 Designation of Controlling Class Representative.

            (a) The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with
this Section 3.25 to select a representative (the "Controlling Class
Representative") having the rights and powers specified in this Agreement
(including those specified in Section 6.11) or to replace an existing
Controlling Class Representative. Upon (i) the receipt by the Trustee of written
requests for the selection of a Controlling Class Representative from the
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class, (ii) the resignation or removal of the Person acting as
Controlling Class Representative or (iii) a determination by the Trustee that
the Controlling Class has changed, the Trustee shall promptly notify the
Depositor and the Holders (and, in the case of Book-Entry Certificates, to the
extent actually known to a Responsible Officer of the Trustee or identified
thereto by the Depository or the Depository Participants, the Certificate
Owners) of the Controlling Class that they may select a Controlling Class
Representative. Such notice shall set forth the process for selecting a
Controlling Class Representative, which shall be the designation of the
Controlling Class Representative by the Holders (or Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class by a writing delivered to the Trustee. No appointment of any
Person as a Controlling Class Representative shall be effective until such
Person provides the Trustee 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).

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

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

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

            (e) Any and all expenses of the Controlling Class Representative
shall be borne by the Holders (or, if applicable, the Certificate Owners) of
Certificates of the Controlling Class, pro rata according to their respective
Percentage Interests in such Class, and not by the Trust. Notwithstanding the
foregoing, if a claim is made against the Controlling Class Representative by a
Mortgagor with respect to this Agreement or any particular Mortgage Loan, the
Controlling Class Representative shall immediately notify the Trustee, the
Master Servicer and the Special Servicer, whereupon (if the Special Servicer or
the Trust Fund are also named parties to the same action and, in the sole
judgment of the Special Servicer, (i) the Controlling Class Representative had
acted in good faith, without negligence or willful misfeasance with regard to
the particular matter, and (ii) there is no potential for the Special Servicer
or the Trust Fund to be an adverse party in such action as regards the
Controlling Class Representative) the Special Servicer on behalf of the Trust
Fund shall, subject to Section 6.03, assume the defense of any such claim
against the Controlling Class Representative. This provision shall survive the
termination of this Agreement and the termination or resignation of the
Controlling Class Representative.

            (f) All rights to, and requirements for, information or notice
(including, but not limited to the delivery of information, notice or access to
information) provided to the Controlling Class Representative or
Certificateholders, in general contained in this Agreement shall also apply to
each Companion Holder with respect information relating to the related AB
Mortgage Loan.

            SECTION 3.26 Abbey Intercreditor Agreement.

            The Master Servicer and Special Servicer shall act as Mortgage
Lender (as defined in the Abbey Intercreditor Agreement) with respect to the
Mortgage Loans referred to in the Abbey Intercreditor Agreement and shall
service such Mortgage Loans in accordance with the Abbey Intercreditor Agreement
(as long as such terms and conditions do not conflict with the REMIC Provisions)
and this Agreement. In the event of a conflict between this Agreement and the
Abbey Intercreditor Agreement, the Abbey Intercreditor Agreement will control.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

            SECTION 4.01 Distributions.

            (a) On each Distribution Date the Paying Agent shall (except as
otherwise provided in Section 9.01), based on information provided by the Master
Servicer and the Special Servicer, apply amounts on deposit in the Distribution
Account, after payment of amounts payable from the Distribution Account in
accordance with Section 3.05(b)(ii) through (vii), deemed distributions from the
ED Loan REMIC to REMIC I pursuant to Section 4.01(j) and deemed distributions
from REMIC I to REMIC II pursuant to Section 4.01(h), for the following purposes
and in the following order of priority, in each case to the extent of the
remaining portion of the Available Distribution Amount:

            (i) to distributions of interest to the Holders of the Senior
      Certificates in an amount equal to, and pro rata in accordance with, all
      Distributable Certificate Interest in respect of each Class of Senior
      Certificates for such Distribution Date and, to the extent not previously
      paid, for all prior Distribution Dates;

            (ii) to distributions of principal to the Holders of the Class A-1
      Certificates, in an amount (not to exceed the Class Principal Balance of
      the Class A-1 Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date;

            (iii) after the Class Principal Balance of the Class A-1
      Certificates has been reduced to zero, to distributions of principal, pro
      rata, to the Holders of the Class A-2 Certificates, in an amount (not to
      exceed the Class Principal Balance of the Class A-2 Certificates
      outstanding immediately prior to such Distribution Date) equal to the
      entire Principal Distribution Amount for such Distribution Date (net of
      any portion thereof distributed on such Distribution Date to the Holders
      of the Class A-1 Certificates pursuant to clause (ii) above);

            (iv) after the Class Principal Balance of the Class A-1 Certificates
      and the Class A-2 Certificates has been reduced to zero, to distributions
      of principal, pro rata, to the Holders of the Class A-3 Certificates, in
      an amount (not to exceed the Class Principal Balance of the Class A-3
      Certificates outstanding immediately prior to such Distribution Date)
      equal to the entire Principal Distribution Amount for such Distribution
      Date (net of any portion thereof distributed on such Distribution Date to
      the Holders of the Class A-1 Certificates and the Class A-2 Certificates
      pursuant to clause (ii) and clause (iii) above, respectively);

            (v) after the Class Principal Balance of the Class A-1 Certificates,
      the Class A-2 Certificates and the Class A-3 Certificates has been reduced
      to zero, to distributions of principal, pro rata, to the Holders of the
      Class A-4 Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class A-4 Certificates outstanding immediately prior to
      such Distribution Date) equal to the entire Principal Distribution Amount
      for such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class A-1 Certificates, Class A-2
      Certificates and the Class A-3 Certificates pursuant to clause (ii), (iii)
      and clause (iv) above, respectively);

            (vi) to distributions to the Holders of the Class A-1 Certificates,
      the Class A-2 Certificates, the Class A-3 Certificates and the Class A-4
      Certificates, pro rata in accordance with, in an amount equal to, and in
      reimbursement of, all Realized Losses and Additional Trust Fund Expenses,
      if any, previously allocated to each such Class of Certificates and not
      previously reimbursed;

            (vii) to distributions of interest to the Holders of the Class B
      Certificates in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (viii) after the Class Principal Balances of the Class A-1
      Certificates, the Class A-2 Certificates, the Class A-3 Certificates and
      the Class A-4 Certificates have been reduced to zero, to distributions of
      principal to the Holders of the Class B Certificates, in an amount (not to
      exceed the Class Principal Balance of the Class B Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (ix) to distributions to the Holders of the Class B Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      B Certificates and not previously reimbursed;

            (x) to distributions of interest to the Holders of the Class C
      Certificates in an amount equal to all Distributable Certificate Interest
      in respect of such Class of Certificates for such Distribution Date and,
      to the extent not previously paid, for all prior Distribution Dates;

            (xi) after the Class Principal Balance of the Class B Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class C Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class C Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xii) to distributions to the Holders of the Class C Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      C Certificates and not previously reimbursed;

            (xiii) to distributions of interest to the Holders of the Class D
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class D Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xiv) after the Class Principal Balance of the Class C Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class D Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class D Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xv) to distributions to the Holders of the Class D Certificates, in
      an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      D Certificates and not previously reimbursed;

            (xvi) to distributions of interest to the Holders of the Class E
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class E Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xvii) after the Class Principal Balance of the Class D Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class E Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class E Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xviii) to distributions to the Holders of the Class E Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      E Certificates and not previously reimbursed;

            (xix) to distributions of interest to the Holders of the Class F
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class F Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xx) after the Class Principal Balance of the Class E Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class F Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class F Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xxi) to distributions to the Holders of the Class F Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      F Certificates and not previously reimbursed;

            (xxii) to distributions of interest to the Holders of the Class G
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class G Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxiii) after the Class Principal Balance of the Class F
      Certificates has been reduced to zero, to distributions of principal to
      the Holders of the Class G Certificates, in an amount (not to exceed the
      Class Principal Balance of the Class G Certificates outstanding
      immediately prior to such Distribution Date) equal to the entire Principal
      Distribution Amount for such Distribution Date (net of any portion thereof
      distributed on such Distribution Date to the Holders of any other Class of
      Certificates pursuant to any prior clause of this Section 4.01(a));

            (xxiv) to distributions to the Holders of the Class G Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      G Certificates and not previously reimbursed;

            (xxv) to distributions of interest to the Holders of Class H
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class H Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xxvi) after the Class Principal Balance of the Class G Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class H Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class H Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xxvii) to distributions to the Holders of the Class H Certificates
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to such Class
      of Certificates and not previously reimbursed;

            (xxviii) to distributions of interest to the Holders of the Class J
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class J Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

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

            (xxx) to distributions to the Holders of the Class J Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      J Certificates and not previously reimbursed;

            (xxxi) to distributions of interest to the Holders of the Class K
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class K Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

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

            (xxxiii) to distributions to the Holders of the Class K
      Certificates, in an amount equal to, and in reimbursement of, all Realized
      Losses and Additional Trust Fund Expenses, if any, previously allocated to
      the Class K Certificates and not previously reimbursed;

            (xxxiv) to distributions of interest to the Holders of the Class L
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class L Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

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

            (xxxvi) to distributions to the Holders of the Class L Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      L Certificates and not previously reimbursed;

            (xxxvii) to distributions of interest to the Holders of the Class M
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class M Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

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

            (xxxix) to distributions to the Holders of the Class M Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      M Certificates and not previously reimbursed;

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

            (xli) after the Class Principal Balance of the Class M Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class N Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class N Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xlii) to distributions to the Holders of the Class N Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      N Certificates and not previously reimbursed;

            (xliii) to distributions of interest to the Holders of the Class O
      Certificates, in an amount equal to all Distributable Certificate Interest
      in respect of the Class O Certificates for such Distribution Date and, to
      the extent not previously paid, for all prior Distribution Dates;

            (xliv) after the Class Principal Balance of the Class N Certificates
      has been reduced to zero, to distributions of principal to the Holders of
      the Class O Certificates, in an amount (not to exceed the Class Principal
      Balance of the Class O Certificates outstanding immediately prior to such
      Distribution Date) equal to the entire Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of any other Class of Certificates
      pursuant to any prior clause of this Section 4.01(a));

            (xlv) to distributions to the Holders of the Class O Certificates,
      in an amount equal to, and in reimbursement of, all Realized Losses and
      Additional Trust Fund Expenses, if any, previously allocated to the Class
      O Certificates and not previously reimbursed; and

            (xlvi) to make distributions to the Holders of the Class R-II
      Certificates, in an amount equal to the excess, if any, of (A) the
      aggregate distributions deemed made in respect of the REMIC I Regular
      Interests on such Distribution Date pursuant to Section 4.01(a), over (B)
      the aggregate distributions made in respect of the Regular Certificates on
      such Distribution Date pursuant to clauses (i) through (xlvii) above;

provided that on each Distribution Date after the aggregate of Class Principal
Balances of each Class of Subordinated Certificates has been reduced to zero,
the payments of principal to be made as contemplated by clauses (ii), (iii),
(iv) and (v) above with respect to the Class A Certificates will be made to the
Holders of the respective Classes of such Class A Certificates up to an amount
equal to, and pro rata as among such Classes in accordance with, the respective
then outstanding Class Principal Balances of such Classes of Certificates and
without regard to the Principal Distribution Amount for such Distribution Date.
Distributions in reimbursement of Realized Losses and Additional Trust Fund
Expenses previously allocated to a Class of Certificates shall not constitute
distributions of principal and shall not result in reduction of the related
Class Principal Balance.

            All distributions of interest made in respect of the Class IO-I and
Class IO-II 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 IO-I
and Class IO-II Strip Rate, as applicable, of such Component multiplied by its
Component Notional Amount, less an allocable portion of any Prepayment Interest
Shortfall, 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 (whether or not such Class has
received all distributions of interest and principal to which it is entitled),
and then shall distribute each such Prepayment Premium and/or Yield Maintenance
Charge, as additional yield, as follows:

            (i) First, to the Holders of the respective Classes of Regular
      Certificates (other than any Excluded Class thereof) entitled to
      distributions of principal pursuant to Section 4.01(a) on such
      Distribution Date, up to an amount equal to, and pro rata based on, the
      Additional Yield Amounts for each such Class of Certificates for such
      Distribution Date; and

            (ii) Second, to the Holders of the Class IO-I Certificates, to the
      extent of any remaining portion of such Yield Maintenance Charges and/or
      Prepayment Premiums.

            All distributions of Prepayment Premiums and/or Yield Maintenance
Charges collected during the related Collection Period that represent Prepayment
Premiums and/or Yield Maintenance Charges actually collected on the ED Loan
shall be deemed to be distributed from the ED Loan REMIC to REMIC I in respect
of the ED Loan REMIC Regular Interest.

            On each Distribution Date, the Paying Agent shall withdraw from the
Additional Interest Account any amounts that represent (A) Additional Interest
actually collected during the related Collection Period on the ARD Loans and any
related REO Loans that are Wachovia Mortgage Loans and shall distribute such
amounts among the Holders of the Class Z-I Certificates pro rata in accordance
with their respective Percentage Interests of such Class, (B) Additional
Interest actually collected during the related Collection Period on the ARD
Loans and any related REO Loans that are Greenwich Mortgage Loans and shall
distribute such amounts among the Holders of the Class Z-II Certificates pro
rata in accordance with their respective Percentage Interests of such Class, (C)
Additional Interest actually collected during the related Collection Period on
the ARD Loans and any related REO Loans that are Nomura Mortgage Loans and shall
distribute such amounts among the Holders of the Class Z-III Certificates pro
rata in accordance with their respective Percentage Interests of such Class and
(D) interest and investment income earned in respect of amounts held in the
Additional Interest Account as provided in Section 3.06, but only to the extent
of the Net Investment Earnings with respect to such account for the related
Distribution Date.

            (c) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise provided below, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective
Class of record at the close of business on the related Record Date and shall be
made by wire transfer of immediately available funds to the account of any such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Paying Agent with
wiring instructions no less than five Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise by check mailed
to the address of such Certificateholder as it appears in the Certificate
Register. The final distribution on each Certificate (determined, in the case of
a Sequential Pay Certificate, without regard to any possible future
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to such Certificate, but taking into account possible future
distributions of Additional Interest) will be made in a like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Prior to any termination of the
Trust Fund pursuant to Section 9.01, any distribution that is to be made with
respect to a Certificate in reimbursement of a Realized Loss or Additional Trust
Fund Expense previously allocated thereto, which reimbursement is to occur after
the date on which such Certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the address of the
Certificateholder that surrendered such Certificate as such address last
appeared in the Certificate Register or to any other address of which the Paying
Agent was subsequently notified in writing. If such check is returned to the
Paying Agent, the Paying Agent, directly or through an agent, shall take such
reasonable steps to contact the related Holder and deliver such check as it
shall deem appropriate. Any funds in respect of a check returned to the Paying
Agent shall be set aside by the Paying Agent and held uninvested in trust and
credited to the account of the appropriate Holder. The costs and expenses of
locating the appropriate Holder and holding such funds shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If the Paying Agent has not, after having taken such
reasonable steps, located the related Holder by the second anniversary of the
initial sending of a check, the Paying Agent shall, subject to applicable law,
distribute the unclaimed funds to the Holders of the Class R-II Certificates.

            (d) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the related Certificate Owners that it represents. None of
the Trustee, the Paying Agent, the Certificate Registrar, the Depositor or the
Master Servicer shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law. The Trustee and the Depositor
shall perform their respective obligations under a Letter of Representations
among the Depositor, the Trustee and the Initial Depository dated as of the
Closing Date.

            (e) The rights of the Certificateholders to receive distributions
from the proceeds of the Trust Fund in respect of the Certificates, and all
rights and interests of the Certificateholders in and to such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class of
Certificates nor any party hereto shall in any way be responsible or liable to
the Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates.

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

            (i) the Paying Agent expects that the final distribution with
      respect to such Class of Certificates will be made on such Distribution
      Date but only upon presentation and surrender of such Certificates at the
      office of the Certificate Registrar or at such other location therein
      specified, and

           (ii) no interest shall accrue on such Certificates from and after
      such Distribution Date.

            Any funds not distributed to any Holder or Holders of Certificates
of such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(f) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such
steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust pursuant to this paragraph. If all of the Certificates shall not
have been surrendered for cancellation by the second anniversary of the delivery
of the second notice, the Paying Agent shall, subject to applicable law,
distribute to the Holders of the Class R-II Certificates all unclaimed funds and
other assets which remain subject thereto.

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

            (h) All distributions made in respect of any Class of Sequential Pay
Certificates on each Distribution Date pursuant to Section 4.01(a) or Section
9.01 shall be deemed to have first been distributed from REMIC I to REMIC II in
respect of its Corresponding REMIC I Regular Interest set forth in the
Preliminary Statement hereto; provided, however, that distributions of principal
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 until its REMIC I Principal Balance is reduced to zero and then to REMIC
I Regular Interest LA-2-2; provided, further, that distributions of principal
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 until its REMIC I Principal Balance is reduced to zero and then to REMIC
I Regular Interest LA-4-2. All distributions made in respect of the Class IO-I
and Class IO-II Certificates on each Distribution Date pursuant to Section
4.01(a) or Section 9.01, and allocable to any particular Component of such Class
of Certificates in accordance with the last paragraph of Section 4.01(a), shall
be deemed to have first been distributed from REMIC I to REMIC II in respect of
such Component's Corresponding REMIC I Regular Interest. In each case, if such
distribution on any such Class of Regular Certificates was a distribution of
interest or principal or in reimbursement of previously allocated Realized
Losses and Additional Trust Fund Expenses in respect of such Class of Regular
Certificates, then the corresponding distribution deemed to be made on a REMIC I
Regular Interest pursuant to the preceding two sentences shall be deemed to also
be a distribution of interest or principal or in reimbursement of previously
allocated Realized Losses and Additional Trust Fund Expenses, as the case may
be, in respect of such REMIC I Regular Interest; provided, however, with respect
to Realized Losses and Additional Trust Fund Expenses allocated to the Class A-2
Certificates, such corresponding distribution shall be deemed to be a
distribution with respect to REMIC I Regular Interest L-A-2-1 and REMIC I
Regular Interest L-A-2-2 allocated pro rata based upon their respective REMIC I
Principal Balances; provided, further, with respect to Realized Losses and
Additional Trust Fund Expenses allocated to the Class A-4 Certificates, such
corresponding distribution shall be deemed to be a distribution with respect to
REMIC I Regular Interest L-A-4-1 and REMIC I Regular Interest L-A-4-2 allocated
pro rata based upon their respective REMIC I Principal Balances. Any amounts
remaining in the Distribution Account in respect of REMIC I after the deemed
distributions in respect of the REMIC I Regular Interests shall (except as
otherwise provided in Section 9.01) be distributed by the Paying Agent to the
Holders of the Class R-I Certificates in respect of the REMIC I Residual
Interest.

            (i) On each Distribution Date, the Companion Paying Agent (based
upon a statement of the Master Servicer to be delivered to the Trustee 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(i)) shall make withdrawals
and payments from the Companion Distribution Account for the related Companion
Loans in the following order of priority:

            (i) to pay the Trustee or any of its directors, officers, employees
      and agents, as the case may be, any amounts payable or reimbursable to any
      such Person pursuant to Section 8.05, to the extent any such amounts
      relate solely to a Loan Pair;

            (ii) to pay for the cost of the Opinions of Counsel sought by the
      Trustee as contemplated by Sections 9.02(a)(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, to pay all amounts remaining in the
      Companion Distribution Account to the Companion Holder; and

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

            All distributions from a Companion Distribution Account required
hereunder shall be made by the Companion Paying Agent to the Companion Holder by
wire transfer in immediately available funds to the account of such Companion
Holder or an agent therefor appearing on the Companion Register on the related
Record Date (or, if no such account so appears or information relating thereto
is not provided at least five Business Days prior to the related Record Date, by
check sent by first-class mail to the address of such Companion Holder or its
agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.

            To the extent amounts are payable to or in respect of the Trust Fund
pursuant to Section 4.01(i)(i) or (ii), the Companion Distribution Account shall
be considered an "outside reserve fund" within the meaning of the REMIC
Provisions, beneficially owned by the Companion Holder for federal income tax
purposes, who shall be taxable on all reinvestment income thereon, and who shall
be deemed to have received any amounts reimbursed from the Trust Fund to the
Companion Distribution Account.

            (j) All payments made on the ED Loan or any related subsequently
acquired REO Property (other than amounts distributable to the ED Loan REMIC
Residual Interests in accordance with the ED Loan REMIC Declaration) shall be
deemed to be paid to REMIC I (in the case of interest, at the Mortgage Rate of
the ED Loan) before payments are made to the holder of the REMIC I Regular
Interests, and shall be treated as principal, interest, Prepayment Premiums or
Yield Maintenance Charges, as the case may be, based on these characterizations
with respect to the ED Loan (or REO Property), except where expressly noted and,
in addition, any payment of principal on or reduction in the Stated Principal
Balance of the ED Loan shall reduce the principal balance of the ED Loan REMIC
Regular Interest. Any payments on or with respect to the ED Loan in excess of
the principal, interest, Prepayment Premiums and Yield Maintenance Charges
distributable on the ED Loan REMIC Regular Interest shall be distributable to
the Class R-I Certificates in respect of amounts distributed on the ED Loan
REMIC Residual Interest. Servicing Fees and Trustee Fees with respect to the ED
Loan shall be paid by REMIC I in determining the Net Mortgage Rate of the ED
Loan REMIC Regular Interest, and all other servicing compensation with respect
to the ED Loan payable to the Master Servicer or the Special Servicer shall be
payable by the ED Loan REMIC, except as provided in Section 3.05(a).

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

            (a) On each Distribution Date, the Trustee shall make available or
forward by mail (or by electronic transmission acceptable to the recipient) to
each Certificateholder, each initial Certificate Owner and (upon written request
made to the Trustee) each subsequent Certificate Owner (as identified to the
reasonable satisfaction of the Trustee), the Depositor, the Master Servicer, the
Special Servicer, the Companion Holder, the Underwriters and each Rating Agency,
a statement (a "Distribution Date Statement"), as to the distributions made on
such Distribution Date, based on information provided to it by the Master
Servicer and the Special Servicer, setting forth:

            (i) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Certificates in reduction of the Class
      Principal Balance thereof;

            (ii) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Certificates allocable to Distributable
      Certificate Interest;

            (iii) the amount of the distribution on such Distribution Date to
      the Holders of each Class of Regular Certificates allocable to Prepayment
      Premiums and/or Yield Maintenance Charges;

            (iv) the amount of the distribution on such Distribution Date to the
      Holders of each Class of Regular Certificates in reimbursement of
      previously allocated Realized Losses and Additional Trust Fund Expenses;

            (v) the Available Distribution Amount for such Distribution Date;

            (vi) (a) the aggregate amount of P&I Advances made in respect of
      such Distribution Date pursuant to Section 4.03(a), including, without
      limitation, any amounts applied pursuant to Section 4.03(a)(ii), and the
      aggregate amount of unreimbursed P&I Advances that had been outstanding at
      the close of business on the related Determination Date and the aggregate
      amount of interest accrued and payable to the Master Servicer or the
      Trustee in respect of such unreimbursed P&I Advances in accordance with
      Section 4.03(d) as of the close of business on the related Determination
      Date, (b) the aggregate amount of Servicing Advances as of the close of
      business on the related Determination Date and (c) the aggregate amount of
      all Nonrecoverable Advances as of the close of business on the related
      Determination Date;

            (vii) the aggregate unpaid principal balance of the Mortgage Pool
      outstanding as of the close of business on the related Determination Date;

            (viii) the aggregate Stated Principal Balance of the Mortgage Pool
      outstanding immediately before and immediately after such Distribution
      Date;

            (ix) the number, aggregate principal balance, weighted average
      remaining term to maturity and weighted average Mortgage Rate of the
      Mortgage Loans as of the close of business on the related Determination
      Date;

            (x) the number, aggregate unpaid principal balance (as of the close
      of business on the related Determination Date) and aggregate Stated
      Principal Balance (immediately after such Distribution Date) of Mortgage
      Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
      more than 89 days, (D) as to which foreclosure proceedings have been
      commenced, and (E) to the actual knowledge of the Master Servicer or
      Special Servicer in bankruptcy proceedings;

            (xi) as to each Mortgage Loan referred to in the preceding clause
      (x) above, (A) the loan number thereof, (B) the Stated Principal Balance
      thereof immediately following such Distribution Date, and (C) a brief
      description of any executed loan modification;

            (xii) with respect to any Mortgage Loan as to which a Liquidation
      Event occurred during the related Collection Period (other than a payment
      in full), (A) the loan number thereof, (B) the aggregate of all
      Liquidation Proceeds and other amounts received in connection with such
      Liquidation Event (separately identifying the portion thereof allocable to
      distributions on the Certificates), and (C) the amount of any Realized
      Loss in connection with such Liquidation Event;

            (xiii) with respect to any REO Property included in the Trust Fund
      as to which a Final Recovery Determination was made during the related
      Collection Period, (A) the loan number of the related Mortgage Loan, (B)
      the aggregate of all Liquidation Proceeds and other amounts received in
      connection with such Final Recovery Determination (separately identifying
      the portion thereof allocable to distributions on the Certificates), and
      (C) the amount of any Realized Loss in respect of the related REO Loan in
      connection with such Final Recovery Determination;

            (xiv) the Accrued Certificate Interest and Distributable Certificate
      Interest in respect of each Class of Regular Certificates for such
      Distribution Date;

            (xv) any unpaid Distributable Certificate Interest in respect of
      each Class of Regular Certificates after giving effect to the
      distributions made on such Distribution Date;

            (xvi) the Pass-Through Rate for each Class of Regular Certificates
      for such Distribution Date;

            (xvii) the Principal Distribution Amount for such Distribution Date,
      separately identifying the respective components thereof (and, in the case
      of any Principal Prepayment or other unscheduled collection of principal
      received during the related Collection Period, the loan number for the
      related Mortgage Loan and the amount of such prepayment or other
      collection of principal);

            (xviii) the aggregate of all Realized Losses incurred during the
      related Collection Period and all Additional Trust Fund Expenses incurred
      during the related Collection Period;

            (xix) the aggregate of all Realized Losses and Additional Trust Fund
      Expenses that were allocated on such Distribution Date;

            (xx) the Class Principal Balance of each Class of Regular
      Certificates (other than the Class IO Certificates) and the Component
      Notional Amount of each Component outstanding immediately before and
      immediately after such Distribution Date, separately identifying any
      reduction therein due to the allocation of Realized Losses and Additional
      Trust Fund Expenses on such Distribution Date;

            (xxi) the Certificate Factor for each Class of Regular Certificates
      immediately following such Distribution Date;

            (xxii) the aggregate amount of interest on P&I Advances paid to the
      Master Servicer and the Trustee during the related Collection Period in
      accordance with Section 4.03(d);

            (xxiii) the aggregate amount of interest on Servicing Advances paid
      to the Master Servicer, the Trustee and the Special Servicer during the
      related Collection Period in accordance with Section 3.03(d);

            (xxiv) the aggregate amount of servicing fees paid to the Master
      Servicer and the Special Servicer during the related Collection Period;

            (xxv) the loan number for each Required Appraisal Loan and any
      related Appraisal Reduction Amount as of the related Determination Date;

            (xxvi) the original and then current credit support levels for each
      Class of Regular Certificates;

            (xxvii) the original and then current ratings for each Class of
      Regular Certificates;

            (xxviii) the aggregate amount of Prepayment Premiums and Yield
      Maintenance Charges collected during the related Collection Period; and

            (xxix) the amounts, if any, actually distributed with respect to the
      Class Z-I Certificates, Class Z-II Certificates, Class Z-III Certificates,
      Class R-I Certificates or Class R-II Certificates on such Distribution
      Date.

            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)
above, insofar as the underlying information is solely within the control of the
Special Servicer, the Trustee and the Master Servicer may, absent manifest
error, conclusively rely on the reports to be provided by the Special Servicer.

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

            On or prior to each Distribution Date, the Trustee shall make
available to any interested party via its Internet Website, (i) the related
Distribution Date Statement, (ii) the CMSA Loan Periodic Update File, CMSA Loan
Setup File, CMSA Bond File, and CMSA Collateral Summary File, (iii) the
Unrestricted Servicer Reports, (iv) as a convenience for interested parties (and
not in furtherance of the distribution thereof under the securities laws), the
Prospectus Supplement, the Prospectus and this Agreement, and (v) any other
items at the request of the Depositor.

            In addition, on or prior to each Distribution Date, the Trustee
shall make available via its Internet Website, on a restricted basis, (i) the
Restricted Servicer Reports, and (ii) the CMSA Property File. The Trustee shall
provide access to such restricted reports, upon request, to each Privileged
Person.

            The Trustee shall not be obligated to make any representation or
warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet Website and assumes no responsibility
therefor. In addition, the Trustee may disclaim responsibility for any
information distributed by the Trustee for which it is not the original source.

            In connection with providing access to the Trustee's Internet
Website, the Trustee, may require registration and the acceptance of a
disclaimer. The Trustee shall not be liable for the dissemination of information
in accordance herewith.

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

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

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

            The Trustee shall only be obligated to deliver the statements,
reports and information contemplated by this Section 4.02(a) to the extent it
receives the necessary underlying information from the Special Servicer or
Master Servicer, as applicable, and shall not be liable for any failure to
deliver any thereof on the prescribed due dates, to the extent caused by failure
to receive timely such underlying information. Nothing herein shall obligate the
Trustee or the Master Servicer to violate any applicable law prohibiting
disclosure of information with respect to any Mortgagor and the failure of the
Trustee, Master Servicer or the Special Servicer to disseminate information for
such reason shall not be a breach hereof.

            (b) Not later than 1:30 p.m. New York City time on the second
Business Day preceding each Distribution Date the Master Servicer shall furnish
to the Trustee, the Depositor, the Special Servicer and the Underwriters, by
electronic transmission (or in such other form to which the Trustee or the
Depositor, as the case may be, and the Master Servicer may agree), with a hard
copy (other than in the case of the Trustee) of such transmitted information to
follow promptly, an accurate and complete CMSA Loan Periodic Update File
providing the required information for the Mortgage Loans as of such
Determination Date. The Depositor shall provide the information necessary for
the CMSA Loan Setup File on the Closing Date. Not later than 2:00 p.m. New York
City time on the second Business Day preceding each Distribution Date, the
Master Servicer shall deliver to the Trustee notice of the Discount Rate
applicable to each Principal Prepayment received in the related Collection
Period.

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

            SECTION 4.03 P&I Advances.

            (a) On or before 1:30 p.m., New York City time, on each P&I Advance
Date (or 3:00 p.m. New York City time if the last day of the Collection Period
is deemed to be the P&I Advance Date), the Master Servicer shall (i) apply
amounts in the Certificate Account received after the end of the related
Collection Period or otherwise held for future distribution to
Certificateholders in subsequent months in discharge of its obligation to make
P&I Advances or (ii) subject to Section 4.03(c) below, remit from its own funds
to the Paying Agent for deposit into the Distribution Account an amount equal to
the aggregate amount of P&I Advances, if any, to be made in respect of the
related Distribution Date. The Master Servicer may also make P&I Advances in the
form of any combination of clauses (i) and (ii) above aggregating the total
amount of P&I Advances to be made. Any amounts held in the Certificate Account
for future distribution and so used to make P&I Advances shall be appropriately
reflected in the Master Servicer's records and replaced by the Master Servicer
by deposit in the Certificate Account on or before the next succeeding
Determination Date (to the extent not previously replaced through the deposit of
Late Collections of the delinquent principal and interest in respect of which
such P&I Advances were made). If, as of 3:00 p.m., New York City time, on any
P&I Advance Date, the Master Servicer shall not have made any P&I Advance
required to be made on such date pursuant to this Section 4.03(a) (and shall not
have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a P&I Advance),
then the Trustee shall provide notice of such failure to a Servicing Officer of
the Master Servicer by facsimile transmission sent to telecopy (704) 593-7735
(or such alternative number provided by the Master Servicer to the Trustee in
writing) and by telephone at telephone (704) 593-7820 or (704) 593-7831 (or such
alternative number provided by the Master Servicer to the Trustee in writing) as
soon as possible, but in any event before 4:00 p.m., New York City time, on such
P&I Advance Date. If the Trustee does not receive the full amount of such P&I
Advances by 10:00 a.m., New York City time, on the related Distribution Date,
then, subject to Section 4.03(c), (i) the Trustee shall, no later than 11:00
a.m., New York City time, on such related Distribution Date make the portion of
such P&I Advances that was required to be, but was not, made by the Master
Servicer on such P&I Advance Date, and (ii) the provisions of Sections 7.01 and
7.02 shall apply.

            (b) The aggregate amount of P&I Advances to be made by the Master
Servicer or the Trustee in respect of any Distribution Date shall, subject to
Section 4.03(c) below, equal the aggregate of all Periodic Payments (other than
Balloon Payments) and any Assumed Scheduled Payments, net of related Servicing
Fees due or deemed due, as the case may be, in respect of the Mortgage Loans
(including, without limitation, Balloon Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO Loans on their respective Due Dates
during (or deemed to be during) the related Collection Period, in each case 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; provided, that,
(x) if the Periodic Payment on any Mortgage Loan has been reduced in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or a
modification, waiver or amendment granted or agreed to by the Special Servicer
pursuant to Section 3.20, or if the final maturity on any Mortgage Loan shall be
extended in connection with a bankruptcy or similar proceeding involving the
related Mortgagor or a modification, waiver or amendment granted or agreed to by
the Special Servicer pursuant to Section 3.20, and the Periodic Payment due and
owing during the extension period is less than the related Assumed Scheduled
Payment, then the Master Servicer or the Trustee shall, as to such Mortgage Loan
only, advance only the amount of the Periodic Payment due and owing after taking
into account such reduction (net of related Servicing Fees) in the event of
subsequent delinquencies thereon; and (y) if it is determined that an Appraisal
Reduction Amount exists with respect to any Required Appraisal 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 Loan, the Master Servicer or the Trustee will be required in the event
of subsequent delinquencies to advance in respect of such Mortgage Loan only an
amount equal to the sum of (A) the amount of the interest portion of the P&I
Advance that would otherwise be required without regard to this clause (y),
minus the product of (1) such Appraisal Reduction Amount and (2) the per annum
Pass-Through Rate (i.e., for any month, one-twelfth of the Pass-Through Rate)
applicable to the Class of Certificates to which such Appraisal Reduction Amount
is allocated pursuant to Section 4.04(d) and (B) the amount of the principal
portion of the P&I Advance that would otherwise be required without regard to
this clause (y).

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. The determination by the Master
Servicer that it has made a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officers' Certificate delivered to the Trustee and the Depositor
on or before the related P&I Advance Date, setting forth the basis for such
determination, together with any other information, including Appraisals (the
cost of which may be paid out of the Certificate Account pursuant to Section
3.05(a)) (or, if no such Appraisal has been performed pursuant to this Section
4.03(c), a copy of an Appraisal of the related Mortgaged Property performed
within the twelve months preceding such determination), related Mortgagor
operating statements and financial statements, budgets and rent rolls of the
related Mortgaged Properties, engineers' reports, environmental surveys and any
similar reports that the Master Servicer may have obtained consistent with the
Servicing Standard and at the expense of the Trust Fund, that support such
determination by the Master Servicer. On the fourth Business Day before each
Distribution Date, the Special Servicer shall report to the Master Servicer the
Special Servicer's determination as to whether each P&I Advance made with
respect to any previous Distribution Date or required to be made with respect to
such Distribution Date with respect to any Specially Serviced Mortgage Loan or
REO Loan is a Nonrecoverable P&I Advance. The Master Servicer shall be entitled
to conclusively rely on such determination. The Trustee shall be entitled to
rely, conclusively, on any determination by the Master Servicer that a P&I
Advance, if made, would be a Nonrecoverable Advance (and with respect to a P&I
Advance, the Trustee, as applicable, shall rely on the Master Servicer's
determination that the P&I Advance would be a Nonrecoverable Advance if the
Trustee determines that it does not have sufficient time to make such
determination); provided, however, that, if the Master Servicer has failed to
make a P&I Advance for reasons other than a determination by the Master Servicer
that such P&I Advance would be Nonrecoverable Advance, the Trustee shall make
such Advance within the time periods required by Section 4.03(a) unless the
Trustee, in good faith, makes a determination prior to the times specified in
Section 4.03(a) that such P&I Advance would be a Nonrecoverable Advance. The
Trustee in determining whether or not a P&I Advance previously made is, or a
proposed P&I Advance, if made, would be, a Nonrecoverable Advance shall be
subject to the standards applicable to the Master Servicer hereunder.

            (d) In connection with the recovery by the Master Servicer or the
Trustee of any P&I Advance out of the Certificate Account pursuant to Section
3.05(a), subject to the next sentence, the Master Servicer shall be entitled to
pay itself or the Trustee, as the case may be, out of any amounts then on
deposit in the Certificate Account, interest at the Reimbursement Rate in effect
from time to time, compounded annually, accrued on the amount of such P&I
Advance (to the extent made with its own funds) from the date made to but not
including the date of reimbursement such interest to be payable, subject to the
terms of the Co-Lender Agreement with respect to the related Loan Pair, first
out of late payment charges and Penalty Interest received on the related
Mortgage Loan or REO Property during the Collection Period in which such
reimbursement is made and then from general collections on the Mortgage Loans
then on deposit in the Certificate Account. The Master Servicer shall reimburse
itself or the Trustee, as applicable, for any outstanding P&I Advance made
thereby as soon as practicable after funds available for such purpose have been
received by the Master Servicer, and in no event shall interest accrue in
accordance with this Section 4.03(d) on any P&I Advance as to which the
corresponding payment of principal and interest on Nomura Mortgage Loans or Late
Collection was received by the Master Servicer on or prior to the related P&I
Advance Date.

            (e) In no event shall the Master Servicer or the Trustee make a P&I
Advance with respect to any Companion Loan.

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

            (a) On each Distribution Date, following all distributions to be
made on such date pursuant to Section 4.01, the Paying Agent shall allocate to
the respective Classes of Sequential Pay Certificates as follows the aggregate
of all Realized Losses and Additional Trust Fund Expenses that were incurred at
any time following the Cut-off Date through the end of the related Collection
Period and in any event that were not previously allocated pursuant to this
Section 4.04(a) on any prior Distribution Date, but only to the extent that (i)
the aggregate Certificate Principal Balance of the Sequential Pay Certificates
as of such Distribution Date (after taking into account all of the distributions
made on such Distribution Date pursuant to Section 4.01), exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date: first, to the Class O
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero, second, to the Class N Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; third, to the Class M
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; fourth, to the Class L Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; fifth, to the Class K
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; sixth, to the Class J Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; seventh, to the Class H
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; eighth, to the Class G Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; ninth, to the Class F
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; tenth, to the Class E Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; eleventh, to the Class D
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; twelfth, to the Class C Certificates, until the remaining Class
Principal Balance thereof has been reduced to zero; thirteenth, to the Class B
Certificates, until the remaining Class Principal Balance thereof has been
reduced to zero; and fourteenth pro rata (based on remaining Class Principal
Balances) to the Class A-1 Certificates, the Class A-2 Certificates, the Class
A-3 Certificates and the Class A-4 Certificates, until the Class Principal
Balances thereof are reduced to zero. Any allocation of Realized Losses and
Additional Trust Fund Expenses to a Class of Regular Certificates shall be made
by reducing the Class Principal Balance thereof by the amount so allocated. All
Realized Losses and Additional Trust Fund Expenses, if any, allocated to a Class
of Regular Certificates shall be allocated among the respective Certificates of
such Class in proportion to the Percentage Interests evidenced thereby. All
Realized Losses and Additional Trust Fund Expenses, if any, that have not been
allocated to the Regular Certificates as of the Distribution Date on which the
aggregate Certificate Principal Balance of such Regular Certificates has been
reduced to zero, shall be deemed allocated to the Residual Certificates.

            (b) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC I Regular Interests pursuant to Section 4.01(h),
the REMIC I Principal Balance of 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 Class of Corresponding Certificates that will be outstanding
immediately following such Distribution Date; provided that with respect to the
application of reductions of the aggregate REMIC I Principal Balances of REMIC I
Regular Interests LA-2-1 and LA-2-2 to the Class Principal Balance of the Class
A-2 Certificates that will be outstanding immediately following such
Distribution Date, each such reduction shall be allocated, first, to REMIC I
Regular Interest LA-2-1 until its REMIC I Principal Balance has been reduced to
zero, and then to REMIC I Regular Interest LA-2-2; provided, further, that with
respect to the application of reductions of the aggregate REMIC I Principal
Balances of REMIC I Regular Interests LA-4-1 and LA-4-2 to the Class Principal
Balance of the Class A-4 Certificates that will be outstanding immediately
following such Distribution Date, each such reduction shall be allocated, first,
to REMIC I Regular Interest LA-4-1 until its REMIC I Principal Balance has been
reduced to zero, and then to REMIC I Regular interest LA-4-2. Realized Losses
and Additional Trust Fund Expenses allocable to the ED Loan shall reduce the
principal balance of the ED Loan REMIC Regular Interest.

            (c) On any Distribution Date, the amount of any Mortgage Deferred
Interest will be allocated as Certificate Deferred Interest to each outstanding
Class of Sequential Pay Certificates in reverse alphabetical order (except with
respect to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, which
amounts shall be applied pro rata (based on remaining Class Principal Balances)
to such Certificates), in each case up to the respective Accrued Certificate
Interest for each such Class of Certificates for such Distribution Date. On each
such Distribution Date, the Certificate Principal Balance of each Class of
Certificates to which Certificate Deferred Interest has been allocated shall be
increased by the amount of Certificate Deferred Interest allocated to such
Class. The amount of Certificate Deferred Interest allocated to any Class of
Sequential Pay Certificates shall be allocated to, and will increase the REMIC I
Principal Balances of the Corresponding REMIC I Regular Interests; provided,
however, allocations to REMIC I Regular Interests LA-2-1 and LA-2-2, on the one
hand, and REMIC I Regular Interests LA-4-1 and LA-4-2, on the other hand, shall
be applied pro rata based upon their respective REMIC I Principal Balances, in
each case up to the Pass-Through Rate of the Corresponding Certificates.
Mortgage Deferred Interest with regard to the ED Loan shall be allocated to and
shall increase the principal balance of the ED Loan REMIC Regular Interest.

            (d) Any Appraisal Reduction Amounts shall be allocated only for
purposes of determining the amount of P&I Advances with respect to the related
Mortgage Loan, as follows: to the Class Principal Balance of the Class O, Class
N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class
D, Class C and Class B Certificates, in that order, up to the amount of their
respective Class Principal Balances. On any Distribution Date, an Appraisal
Reduction Amount that otherwise would be allocated to a Class of Certificates
shall be allocated to the next most subordinate Class to the extent that the
Class Principal Balance on such Distribution Date for such Class of Certificates
(prior to taking the Appraisal Reduction Amount into account) is less than the
Appraisal Reduction Amount for the Distribution Date. The Master Servicer shall
report to the Trustee on or before each Determination Date all Appraisal
Reduction Amounts and the Trustee shall report to the Master Servicer no later
than 10:00 a.m. on the related P&I Advance Date the Pass-Through Rates necessary
to calculate the allocation required by this Section 4.04(d).

            SECTION 4.05 Calculations.

            The Paying Agent shall, provided it receives the necessary
information from the Master Servicer and the Special Servicer, be responsible
for performing all calculations necessary in connection with the actual and
deemed distributions and allocations to be made pursuant to Section 4.01,
Section 5.02(d) and Article IX and the actual and deemed allocations of Realized
Losses and Additional Trust Fund Expenses to be made pursuant to Section 4.04.
The Paying Agent shall calculate the Available Distribution Amount for each
Distribution Date and shall allocate such amount among Certificateholders in
accordance with this Agreement, and the Paying Agent shall have no obligation to
recompute, recalculate or verify any information provided to it by the Special
Servicer or Master Servicer. The calculations by the Paying Agent of such
amounts shall, in the absence of manifest error, be presumptively deemed to be
correct for all purposes hereunder.

            SECTION 4.06 Use of Agents.

            The Master Servicer or the Trustee may at its own expense utilize
agents or attorneys-in-fact in performing any of its obligations under this
Article IV (except the obligation to make P&I Advances), but no such utilization
shall relieve the Master Servicer or the Trustee from any of such obligations or
liabilities, and the Master Servicer or the Trustee, as applicable, shall remain
responsible for all acts and omissions of any such agent or attorney-in-fact
(other than with respect to limited powers-of-attorney delivered by the Trustee
to the Master Servicer or Special Servicer pursuant to Section 2.03(b) and
3.01(b), as applicable, in which case the Trustee shall have no such
responsibility)

                                    ARTICLE V

                                THE CERTIFICATES

            SECTION 5.01 The Certificates.

            (a) The Certificates will be substantially in the respective forms
attached hereto as Exhibit A; provided that any of the Certificates may be
issued with appropriate insertions, omissions, substitutions and variations, and
may have imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Agreement, as may be required to comply
with any law or with rules or regulations pursuant thereto, or with the rules of
any securities market in which the Certificates are admitted to trading, or to
conform to general usage. The Certificates will be issuable in registered form
only; provided, however, that in accordance with Section 5.03 beneficial
ownership interests in the Regular Certificates shall initially be held and
transferred through the book-entry facilities of the Depository. The Regular
Certificates will be issuable only in denominations corresponding to initial
Certificate Principal Balances or initial Certificate Notional Amounts, as the
case may be, as of the Closing Date of not less than $10,000 in the case of the
Registered Certificates, $1,000,000 in the case of the Class IO Certificates,
and $250,000 in the case of Non-Registered Certificates (other than the Residual
Certificates and the Class IO Certificates), and in each such case in integral
multiples of $1 in excess thereof. The Class Z-I Certificates, the Class Z-II
Certificates, Class Z-III 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 Wells
Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479-6113, shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trustee is hereby initially appointed (and
hereby agrees to act in accordance with the terms hereof) as Certificate
Registrar for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided. The Certificate Registrar may
appoint, by a written instrument delivered to the Depositor, the Trustee, the
Special Servicer and the Master Servicer, any other bank or trust company to act
as Certificate Registrar under such conditions as the predecessor Certificate
Registrar may prescribe, provided that the predecessor Certificate Registrar
shall not be relieved of any of its duties or responsibilities hereunder by
reason of such appointment. If the Trustee resigns or is removed in accordance
with the terms hereof, the successor trustee shall immediately succeed to its
duties as Certificate Registrar. The Depositor, the Trustee (if it is no longer
the Certificate Registrar), the Master Servicer and the Special Servicer shall
have the right to inspect the Certificate Register or to obtain a copy thereof
at all reasonable times, and to rely conclusively upon a certificate of the
Certificate Registrar as to the information set forth in the Certificate
Register. Upon written request of any Certificateholder made for purposes of
communicating with other Certificateholders with respect to their rights under
this Agreement, the Certificate Registrar shall promptly furnish such
Certificateholder with a list of the other Certificateholders of record
identified in the Certificate Register at the time of the request.

            (b) No transfer of any Non-Registered Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. If such a transfer is to be made
without registration under the Securities Act (other than in connection with the
initial issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective Affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives (and upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
G-1 hereto, and a certificate from such Certificateholder's prospective
transferee substantially in the form attached as either Exhibit G-2 hereto or as
Exhibit G-3 hereto; or (ii) an Opinion of Counsel reasonably satisfactory to the
Certificate Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such
transfer and/or such Certificateholder's prospective transferee on which such
Opinion of Counsel is based. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify any Class of
Non-Registered Certificates under the Securities Act or any other securities law
or to take any action not otherwise required under this Agreement to permit the
transfer of any Non-Registered Certificate without registration or
qualification. Any Holder of a Non-Registered Certificate desiring to effect
such a transfer shall, and upon acquisition of such a Certificate shall be
deemed to have agreed to, indemnify the Trustee, the Certificate Registrar and
the Depositor against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

            In connection with transfer of the Non-Registered Certificates, the
Depositor shall furnish upon request of a Certificateholder or Certificate Owner
to such Holder or Certificate Owner and any prospective purchaser designated by
such Certificateholder or Certificate Owner the information required to be
delivered under paragraph (d)(4) of Rule 144A of the Securities Act.

            Notwithstanding the foregoing, for so long as any Non-Registered
Certificate is a Book-Entry Certificate, (a) each prospective transferor of such
Certificate shall be deemed to have represented to the Trustee, the Depositor
and the transferee of such Certificate the information set forth on Exhibit G-1
upon or prior to such transfer and (b) each prospective transferee of such
Certificate shall be deemed to have represented to the Trustee, the Depositor
and the transferor of such Certificate the information set forth on Exhibit G-2
or Exhibit G-3 upon or prior to such transfer.

            (c) No transfer of a Certificate or any interest therein shall be
made to any "employee benefit plan" subject to Title I of ERISA, a "plan"
described by Section 4975(e)(1) of the Code or any other retirement plan or
other employee benefit plan or arrangement subject to applicable federal, state
or local law ("Similar Law") materially similar to the foregoing provisions of
ERISA or the Code, or any entity deemed to hold plan assets of the foregoing by
reason of such a plan's investment in such entity (each, a "Plan") unless (A) in
the case of a Certificate other than a Residual Certificate, a Class Z-I
Certificate, a Class Z-II Certificate or a Class Z-III Certificate, the
transferee is an insurance company general account which is eligible for, and
satisfies all the requirements of, exemptive relief under Sections I and III of
Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60")
or (B) in the case of a Certificate other than an ERISA Restricted Certificate,
a Residual Certificate, a Class Z-I Certificate, a Class Z-II Certificate or a
Class Z-III Certificate, the transferee (1) qualifies as an accredited investor
as defined in Rule 501(a)(1) of Regulation D under the Securities Act and (2)
satisfies all the requirements of the Exemptions as in effect at the time of
such transfer. Each Person who acquires a Certificate in Definitive Certificate
form shall be required to certify in writing in the form attached as Exhibit H
hereto that it meets the foregoing conditions and that it will not transfer such
Certificate in violation of the foregoing, and each Person who acquires a
Certificate in Book-Entry Certificate form shall be deemed to have represented
that the foregoing conditions are satisfied and that it will not transfer such
Certificate in violation of the foregoing.

            (d) (i) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Paying Agent under clause (ii)(A) below
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Certificate Registrar under clause (ii)(B) below to negotiate the
terms of any mandatory disposition and to execute all instruments of Transfer
and to do all other things necessary in connection with any such sale. The
rights of each Person acquiring any Ownership Interest in a Residual Certificate
are expressly subject to the following provisions:

                  (1) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall be a Permitted Transferee and shall
            promptly notify the Master Servicer, the Paying Agent and the
            Certificate Registrar of any change or impending change in its
            status as a Permitted Transferee.

                  (2) In connection with any proposed Transfer of any Ownership
            Interest in a Residual Certificate, the Certificate Registrar shall
            require delivery to it, and shall not register the Transfer of any
            Residual Certificate until its receipt of an affidavit and agreement
            substantially in the form attached hereto as Exhibit I-1 (a
            "Transfer Affidavit and Agreement"), from the proposed Transferee,
            in form and substance satisfactory to the Certificate Registrar, and
            upon which the Certificate Registrar may, in the absence of actual
            knowledge by a Responsible Officer of either the Trustee or the
            Certificate Registrar to the contrary, conclusively rely,
            representing and warranting, among other things, that such
            Transferee is a Permitted Transferee; that it is not acquiring its
            Ownership Interest in the Residual Certificate that is the subject
            of the proposed Transfer as a nominee, trustee or agent for any
            Person that is not a Permitted Transferee; that for so long as it
            retains its Ownership Interest in a Residual Certificate, it will
            endeavor to remain a Permitted Transferee; that it has historically
            paid its debts as they have come due, intends to pay its debts as
            they come due in the future and intends to pay all taxes associated
            with the Residual Certificate as they come due; and that it has
            reviewed the provisions of this Section 5.02(d) and agrees to be
            bound by them.

                  (3) Notwithstanding the delivery of a Transfer Affidavit and
            Agreement by a proposed Transferee under clause (B) above, if a
            Responsible Officer of the Certificate Registrar has actual
            knowledge that the proposed Transferee is not a Permitted
            Transferee, no Transfer of an Ownership Interest in a Residual
            Certificate to such proposed Transferee shall be effected.

                  (4) Each Person holding or acquiring any Ownership Interest in
            a Residual Certificate shall agree (1) to require a Transfer
            Affidavit and Agreement from any prospective Transferee to whom such
            Person attempts to transfer its Ownership Interest in such Residual
            Certificate and (2) not to transfer its Ownership Interest in such
            Residual Certificate unless it provides to the Certificate Registrar
            a certificate substantially in the form attached hereto as Exhibit
            I-2 stating that, among other things, it has no actual knowledge
            that such prospective Transferee is not a Permitted Transferee.

                  (5) Each Person holding or acquiring an Ownership Interest in
            a Residual Certificate, by purchasing an Ownership Interest in such
            Certificate, agrees to give the Master Servicer and the Trustee
            written notice that it is a "pass-through interest holder" within
            the meaning of temporary Treasury regulation Section
            1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest
            in a Residual Certificate, if it is, or is holding an Ownership
            Interest in a Residual Certificate on behalf of, a "pass-through
            interest holder."

            (ii) (A) If any purported Transferee shall become a Holder of a
      Residual Certificate in violation of the provisions of this Section
      5.02(d), then the last preceding Holder of such Residual Certificate that
      was in compliance with the provisions of this Section 5.02(d) shall be
      restored, to the extent permitted by law, to all rights as Holder thereof
      retroactive to the date of registration of such Transfer of such Residual
      Certificate. None of the Trustee, the Master Servicer or the Certificate
      Registrar shall be under any liability to any Person for any registration
      of Transfer of a Residual Certificate that is in fact not permitted by
      this Section 5.02(d) or for making any payments due on such Certificate to
      the Holder thereof or for taking any other action with respect to such
      Holder under the provisions of this Agreement.

                  (B) If any purported Transferee shall become a Holder of a
            Residual Certificate in violation of the restrictions in this
            Section 5.02(d), then, to the extent that the retroactive
            restoration of the rights of the preceding Holder of such Residual
            Certificate as described in clause (ii)(A) above shall be invalid,
            illegal or unenforceable, the Certificate Registrar shall have the
            right, without notice to the Holder or any prior Holder of such
            Residual Certificate, to cause the transfer of such Residual
            Certificate to a Permitted Transferee on such terms as the
            Certificate Registrar may choose. Such purported Transferee shall
            promptly endorse and deliver such Residual Certificate in accordance
            with the instructions of the Certificate Registrar. Such Permitted
            Transferee may be the Certificate Registrar itself or any Affiliate
            of the Certificate Registrar. Any proceeds of such sale, net of the
            commissions (which may include commissions payable to the
            Certificate Registrar or its Affiliates), expenses and taxes due, if
            any, will be remitted by the Paying Agent to such purported
            Transferee. The terms and conditions of any sale under this clause
            (ii)(B) shall be determined in the sole discretion of the
            Certificate Registrar, and the Certificate Registrar shall not be
            liable to any Person having an Ownership Interest in a Residual
            Certificate as a result of its exercise of such discretion.

            (iii) The Certificate Registrar shall make available to the Internal
      Revenue Service and to those Persons specified by the REMIC Provisions any
      information available to it which is necessary to compute any tax imposed
      as a result of the Transfer of an Ownership Interest in a Residual
      Certificate to any Person who is a Disqualified Organization or agent
      thereof, including the information described in Treasury Regulations
      Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess
      inclusions" of such Residual Certificate, and the Master Servicer and the
      Special Servicer shall furnish to the Certificate Registrar all
      information in its possession necessary for the Certificate Registrar to
      discharge such obligation. The transferor of such Ownership Interest shall
      be responsible for the reasonable compensation of the Certificate
      Registrar, the Master Servicer and the Special Servicer for providing such
      information.

            (iv) The provisions of this Section 5.02(d) set forth prior to this
      clause (iv) may be modified, added to or eliminated, provided that there
      shall have been delivered to the Certificate Registrar and the Master
      Servicer the following:

                  (1) written confirmation from each Rating Agency to the effect
            that the modification of, addition to or elimination of such
            provisions will not cause such Rating Agency to qualify, downgrade
            or withdraw its then-current rating of any Class of Certificates;
            and

                  (2) an Opinion of Counsel, in form and substance satisfactory
            to the Certificate Registrar and the Master Servicer, obtained at
            the expense of the party seeking such modification of, addition to
            or elimination of such provisions (but in no event at the expense of
            the Trust Fund), to the effect that doing so will not cause the ED
            Loan REMIC, REMIC I or REMIC II to (x) cease to qualify as a REMIC
            or (y) be subject to an entity-level tax caused by the Transfer of
            any Residual Certificate to a Person which is not a Permitted
            Transferee, or cause a Person other than the prospective Transferee
            to be subject to a REMIC-related tax caused by the Transfer of a
            Residual Certificate to a Person that is not a Permitted Transferee.

            (e) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class of a like aggregate Percentage Interest.

            (f) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class of a like
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the
Certificate Registrar shall execute and the Authenticating Agent shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive.

            (g) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

            (h) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

            (i) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

            (j) Upon request, the Certificate Registrar shall provide to the
Master Servicer, the Special Servicer and the Depositor notice of each transfer
of a Certificate and shall provide to each such Person with an updated copy of
the Certificate Register.

            SECTION 5.03 Book-Entry Certificates.

            (a) Each Class of Regular Certificates shall initially be issued as
one or more Certificates registered in the name of the Depository or its nominee
and, except as provided in Section 5.03(c) below, transfer of such Certificates
may not be registered by the Certificate Registrar unless such transfer is to a
successor Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. Such Certificate Owners
shall hold and transfer their respective Ownership Interests in and to such
Certificates through the book-entry facilities of the Depository and, except as
provided in Section 5.03(c) below, shall not be entitled to definitive, fully
registered Certificates ("Definitive Certificates") in respect of such Ownership
Interests. All transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing each such Certificate Owner. Each Depository Participant shall only
transfer the Ownership Interests in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.

            (b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to a Class of the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor, or (ii) the Depositor at its option advises the Trustee and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository with respect to a Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by the Depository, accompanied by registration
instructions from the Depository for registration of transfer, the Certificate
Registrar shall execute, at the Depositor's expense, and the Authenticating
Agent shall authenticate and deliver, the Definitive Certificates in respect of
such Class to the Certificate Owners identified in such instructions. The
Depositor shall provide the Certificate Registrar with an adequate inventory of
Definitive Certificates. None of the Depositor, the Master Servicer, the Special
Servicer, the Trustee or the Certificate Registrar shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates for purposes of evidencing ownership of any Class of Registered
Certificates, the registered holders of such Definitive Certificates shall be
recognized as Certificateholders hereunder and, accordingly, shall be entitled
directly to receive payments on, to exercise Voting Rights with respect to, and
to transfer and exchange such Definitive Certificates.

            (d) Notwithstanding any other provisions contained herein, neither
the Trustee nor the Certificate Registrar shall have any responsibility
whatsoever to monitor or restrict the transfer of ownership interests in any
Certificate (including but not limited to any Non-Registered Certificate or any
Subordinated Certificate) which interests are transferable through the
book-entry facilities of the Depository.

            SECTION 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
actual notice to the Trustee and the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall
execute and the Authenticating Agent shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of the same Class and like Percentage Interest. Upon the
issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

            SECTION 5.05 Persons Deemed Owners.

            Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as of the related Record Date as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
4.01 and may treat the person whose name each Certificate is registered as of
the date of determination as the owner of such Certificate for all other
purposes whatsoever and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.

                                   ARTICLE VI

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

            SECTION 6.01 Liability of Depositor, Master Servicer and Special
Servicer.

            The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

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

            Subject to the following paragraph, the Depositor and the Special
Servicer shall each keep in full effect its existence, rights and franchises as
a corporation under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans and to perform its respective
duties under this Agreement, and the Master Servicer shall keep in full effect
its existence and rights as a national banking association under the laws of the
United States.

            The Depositor, the Master Servicer or the Special Servicer may be
merged or consolidated with or into any Person (other than the Trustee), or
transfer all or substantially all of its assets (which may be limited to all or
substantially all of its assets related to commercial mortgage loan servicing)
to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor, the Master Servicer or the Special
Servicer shall be a party, or any Person succeeding to the business (which may
be limited to the commercial loan servicing business) of the Depositor, the
Master Servicer or the Special Servicer, shall be the successor of the
Depositor, the Master Servicer or the Special Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that no successor or surviving Person shall
succeed to the rights of the Master Servicer or the Special Servicer unless (i)
as evidenced in writing by the Rating Agencies, such succession will not result
in qualification, downgrading or withdrawal of the ratings then assigned by the
Rating Agencies to any Class of Certificates and (ii) such successor or
surviving Person makes the applicable representations and warranties set forth
in Section 3.23.

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

            None of the Depositor, the Master Servicer or the Special Servicer
shall be under any liability to the Trust Fund, the Trustee, the
Certificateholders or the Companion Holders for any action taken, or not taken,
in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Depositor, the Master
Servicer or the Special Servicer against any liability to the Trust Fund, the
Trustee, the Certificateholders or the Companion Holders for the breach of a
representation, warranty or covenant made herein by such party, or against any
expense or liability specifically required to be borne by such party without
right of reimbursement pursuant to the terms hereof, or against any liability
which would otherwise be imposed by reason of misfeasance, bad faith or
negligence in the performance of obligations or duties hereunder. The Depositor,
the Master Servicer, the Special Servicer and any director, officer, employee or
agent of the Depositor, the Master Servicer or the Special Servicer may rely in
good faith on any document of any kind which, prima facie, is properly executed
and submitted by any Person respecting any matters arising hereunder. The
Depositor, the Master Servicer, the Special Servicer and any director, member,
manager, officer, employee or agent of the Depositor, the Master Servicer or the
Special Servicer shall be indemnified and held harmless by the Trust Fund
against any loss, liability or reasonable expense incurred in connection with
this Agreement or the Certificates (including, without limitation, the
distribution or posting of reports or other information as contemplated by this
Agreement), other than any loss, liability or expense: (i) specifically required
to be borne by such party without right of reimbursement pursuant to the terms
hereof (including without limitation, those expenses set forth in Section
3.11(b) 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 the last paragraph of Section 8.05.

            SECTION 6.04 Resignation of Master Servicer and the Special
Servicer.

            The Master Servicer and, subject to Section 6.09, the Special
Servicer may resign from the obligations and duties hereby imposed on it, upon a
determination that its duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it (the other activities of the Master Servicer
or the Special Servicer, as the case may be, so causing such a conflict being of
a type and nature carried on by the Master Servicer or the Special Servicer, as
the case may be, at the date of this Agreement). Any such determination
requiring the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel to such effect which
shall be delivered to the Trustee. Unless applicable law requires the Master
Servicer's or Special Servicer's resignation to be effective immediately, and
the Opinion of Counsel delivered pursuant to the prior sentence so states, no
such resignation shall become effective until the Trustee or other successor
shall have assumed the responsibilities and obligations of the resigning party
in accordance with Section 7.02 hereof. The Master Servicer and the Special
Servicer shall have the right to resign at any other time provided that (i) a
willing successor thereto has been found by the Master Servicer or Special
Servicer, as applicable, (ii) each of the Rating Agencies confirms in writing
that the successor's appointment will not result in a withdrawal, qualification
or downgrade of any rating or ratings assigned to any Class of Certificates,
(iii) the resigning party pays all costs and expenses in connection with such
transfer, and (iv) the successor accepts appointment prior to the effectiveness
of such resignation. Neither the Master Servicer nor the Special Servicer shall
be permitted to resign except as contemplated above in this Section 6.04.

            Consistent with the foregoing, neither the Master Servicer nor the
Special Servicer shall, except as expressly provided herein, assign or transfer
any of its rights, benefits or privileges hereunder to any other Person, or,
except as provided in Sections 3.22 and 4.06, delegate to or subcontract with,
or authorize or appoint any other Person to perform any of the duties, covenants
or obligations to be performed by it hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer or the Special Servicer are
transferred to a successor thereto, the Master Servicing Fee or the Special
Servicing Fee, as the case may be, that accrues pursuant hereto from and after
the date of such transfer shall be payable to such successor.

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

            The Master Servicer and the Special Servicer shall each afford the
Depositor, the Underwriters and the Trustee, upon reasonable notice, during
normal business hours access to all records maintained thereby in respect of its
rights and obligations hereunder and access to officers thereof responsible for
such obligations. Upon reasonable request, the Master Servicer and the Special
Servicer shall each furnish the Depositor, the Underwriters and the Trustee with
its most recent publicly available financial statements and such other
information as it possesses, and which it is not prohibited by applicable law or
contract from disclosing, regarding its business, affairs, property and
condition, financial or otherwise, except to the extent such information
constitutes proprietary information or is subject to a privilege under
applicable law. The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer and the Special Servicer hereunder and may,
but is not obligated to, perform, or cause a designee to perform, any defaulted
obligation of the Master Servicer or Special Servicer hereunder or exercise the
rights of the Master Servicer and the Special Servicer hereunder; provided,
however, that neither the Master Servicer nor the Special Servicer shall be
relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee and, further provided, that the Depositor may not
exercise any right pursuant to Section 7.01 to terminate the Master Servicer or
the Special Servicer as a party to this Agreement. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.

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

            The Depositor, the Master Servicer and the Special Servicer shall
each furnish such reports, certifications and information as are reasonably
requested by the Trustee in order to enable it to perform its duties hereunder.

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

            The Depositor, the Special Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Master Servicer in order to enable it to perform its duties hereunder.

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

            The Depositor, the Master Servicer and the Trustee shall each
furnish such reports, certifications and information as are reasonably requested
by the Special Servicer in order to enable it to perform its duties hereunder.

            SECTION 6.09 Designation of Special Servicer by the Controlling
Class.

            The Holder or Holders of the Certificates evidencing a majority of
the Voting Rights allocated to the Controlling Class may at any time and from
time to time designate a Person meeting the requirements set forth in Section
6.04 (including, without limitation, Rating Agency confirmation) to serve as
Special Servicer hereunder and to replace any existing Special Servicer or any
Special Servicer that has resigned or otherwise ceased to serve as Special
Servicer; provided that such Holder or Holders shall pay all costs related to
the transfer of servicing if the Special Servicer is replaced other than due to
an Event of Default. Such Holder or Holders may also select a Controlling Class
Representative that may advise and direct the Special Servicer and whose
approval is required for certain actions, as described herein. Such Holder or
Holders shall so designate a Person to serve as replacement Special Servicer by
the delivery to the Trustee, the Master Servicer and the existing Special
Servicer of a written notice stating such designation. The Trustee shall,
promptly after receiving any such notice, deliver to the Rating Agencies an
executed Notice and Acknowledgment in the form attached hereto as Exhibit J-1.
If such Holders have not replaced the Special Servicer within 30 days of such
Special Servicer's resignation or the date such Special Servicer has ceased to
serve in such capacity, the Trustee shall designate a successor Special Servicer
meeting the requirements set forth in Section 6.04. Any designated Person shall
become the Special Servicer, subject to satisfaction of the other conditions set
forth below, on the date that the Trustee shall have received written
confirmation from all of the Rating Agencies that the appointment of such Person
will not result in the qualification, downgrading or withdrawal of the rating or
ratings assigned to one or more Classes of the Certificates. The appointment of
such designated Person as Special Servicer shall also be subject to receipt by
the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form
attached hereto as Exhibit J-2, executed by the designated Person, and (2) an
Opinion of Counsel (at the expense of the Person designated to become the
Special Servicer) to the effect that the designation of such Person to serve as
Special Servicer is in compliance with this Section 6.09 and all other
applicable provisions of this Agreement, that upon the execution and delivery of
the Acknowledgment of Proposed Special Servicer the designated Person shall be
bound by the terms of this Agreement and that this Agreement shall be
enforceable against the designated Person in accordance with its terms. Any
existing Special Servicer shall be deemed to have resigned simultaneously with
such designated Person's becoming the Special Servicer hereunder; provided,
however, that the resigning Special Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the effective date of such resignation, and it shall continue to be entitled to
the benefits of Section 6.03 notwithstanding any such resignation. Such
resigning Special Servicer shall cooperate with the Trustee and the replacement
Special Servicer in effecting the termination of the resigning Special
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer within two Business Days to the replacement Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Special Servicer to the Certificate Account or the REO
Account or delivered to the Master Servicer or that are thereafter received with
respect to Specially Serviced Mortgage Loans and REO Properties.

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

            The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the Holder
of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect
to) any Certificate with (except as set forth in the definition of
"Certificateholder") the same rights it would have if it were not the Master
Servicer or the Special Servicer or an Affiliate thereof. If, at any time during
which the Master Servicer or the Special Servicer or an Affiliate of the Master
Servicer or the Special Servicer is the Holder of (or, in the case of a
Book-Entry Certificate, Certificate Owner with respect to) any Certificate, the
Master Servicer or the Special Servicer proposes to take action (including for
this purpose, omitting to take action) that (i) is not expressly prohibited by
the terms hereof and would not, in the Master Servicer's or the Special
Servicer's good faith judgment, violate the Servicing Standard, and (ii) if
taken, might nonetheless, in the Master Servicer's or the Special Servicer's
reasonable, good faith judgment, be considered by other Persons to violate the
Servicing Standard, then the Master Servicer or the Special Servicer may (but
need not) seek the approval of the Certificateholders to such action by
delivering to the Trustee a written notice that (a) states that it is delivered
pursuant to this Section 6.10, (b) identifies the Percentage Interest in each
Class of Certificates beneficially owned by the Master Servicer or the Special
Servicer or an Affiliate of the Master Servicer or the Special Servicer, and (c)
describes in reasonable detail the action that the Master Servicer or the
Special Servicer proposes to take. The Trustee, upon receipt of such notice,
shall forward it to the Certificateholders (other than the Master Servicer and
its Affiliates or the Special Servicer and its Affiliates, as appropriate),
together with such instructions for response as the Trustee shall reasonably
determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the
Certificates beneficially owned by the Master Servicer or its Affiliates or the
Special Servicer or its Affiliates) shall have failed to object in writing to
the proposal described in the written notice, and if the Master Servicer or the
Special Servicer shall act as proposed in the written notice within thirty (30)
days, such action shall be deemed to comply with, but not modify, the Servicing
Standard. The Trustee shall be entitled to reimbursement from the Master
Servicer or the Special Servicer, as applicable, for the reasonable expenses of
the Trustee incurred pursuant to this paragraph. It is not the intent of the
foregoing provision that the Master Servicer or the Special Servicer be
permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, but rather in the case of unusual
circumstances.

            SECTION 6.11 The Controlling Class Representative.

            (a) Subject to Section 6.11(c) in the case of the CityPlace AB
Mortgage Loan, the Controlling Class Representative will be entitled to advise
the Special Servicer with respect to the following actions of the Special
Servicer, and notwithstanding anything herein to the contrary except as
necessary or advisable to avoid an Adverse REMIC Event and except as set forth
in, and in any event subject to, the second paragraph of this Section 6.11(a),
the Special Servicer will not be permitted to take any of the following actions
as to which the Controlling Class Representative has objected in writing within
ten Business Days of being notified thereof, which notification with respect to
the action described in clause (vi) below shall be copied by the Special
Servicer to the Master Servicer (provided that, if such written objection has
not been received by the Special Servicer within such ten Business Day period,
then the Controlling Class Representative's approval will be deemed to have been
given):

            (i) any foreclosure upon or comparable conversion (which may include
      acquisitions of an REO Property) of the ownership of properties securing
      such of the Specially Serviced Mortgage Loans as come into and continue in
      default;

            (ii) any modification of a Money Term of a Mortgage Loan other than
      a modification consisting of the extension of the maturity date of a
      Mortgage Loan for one year or less;

            (iii) any proposed sale of an REO Property (other than in connection
      with the termination of the Trust Fund or pursuant to Section 3.18);

            (iv) any determination to bring an REO Property into compliance with
      applicable environmental laws or to otherwise address Hazardous Materials
      located at an REO Property;

            (v) any acceptance of substitute or additional collateral for a
      Mortgage Loan unless required by the underlying loan documents;

            (vi) any waiver of a "due-on-sale" clause or "due-on-encumbrance"
      clause; and

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

            In addition, the Controlling Class Representative may direct the
Special Servicer to take, or to refrain from taking, such other actions as the
Controlling Class Representative may deem advisable or as to which provision is
otherwise made herein; provided that, notwithstanding anything herein to the
contrary no such direction, and no objection contemplated by the preceding
paragraph, may require or cause the Special Servicer to violate any applicable
law, any provision of this Agreement or the REMIC Provisions (and the Special
Servicer shall disregard any such direction or objection), including without
limitation the Special Servicer's obligation to act in accordance with the
Servicing Standard, or expose the Master Servicer, the Special Servicer, the
Trust Fund or the Trustee to liability, or materially expand the scope of the
Special Servicer or the Special Servicer's responsibilities hereunder or cause
the Special Servicer to act, or fail to act, in a manner which in the reasonable
judgment of the Special Servicer is not in the best interests of the
Certificateholders.

            (b) The Controlling Class Representative or the CityPlace Companion
Holder will have no liability to the Certificateholders for any action taken, or
for refraining from the taking of any action, in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that the Controlling
Class Representative or the CityPlace Companion Holder will not be protected
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder confirms its understanding that the
Controlling Class Representative or the CityPlace Companion Holder may take
actions that favor the interests of one or more Classes of the Certificates over
other Classes of the Certificates, and that the Controlling Class Representative
or the CityPlace Companion Holder may have special relationships and interests
that conflict with those of Holders of some Classes of the Certificates, that
the Controlling Class Representative or the CityPlace Companion Holder may act
solely in the interests of the Holders of the Controlling Class or the CityPlace
Companion Holder, as the case may be, that the Controlling Class Representative
or the CityPlace Companion Holder does not have any duties to the Holders of any
Class of Certificates other than the Controlling Class or itself, as the case
may be, that the Controlling Class Representative or the CityPlace Companion
Holder shall not be deemed to have been negligent or reckless, or to have acted
in bad faith or engaged in willful misfeasance, by reason of its having acted
solely in the interests of the Holders of the Controlling Class or itself, as
the case may be, and that the Controlling Class Representative or the CityPlace
Companion Holder shall have no liability whatsoever for having so acted, and no
Certificateholder may take any action whatsoever against the Controlling Class
Representative or the CityPlace Companion Holder or any director, officer,
employee, agent or principal thereof for having so acted.

            (c) Notwithstanding anything in this Section 6.11 and subject to the
CityPlace Co-Lender Agreement, with respect to actions to be taken related to
the CityPlace Loan Pair:

            (i) Subject to clause (c)(ii) below, prior to the Special Servicer
      taking any action specified in Section 6.11(a), the Special Servicer shall
      provide written notice of its proposed action to the CityPlace Companion
      Holder, and the CityPlace Companion Holder shall have ten Business Days
      after having been notified thereof, to object in writing to such action
      (it being understood and agreed that if such written objection has not
      been received by the Special Servicer within such ten Business Day period,
      then the CityPlace Companion Holder's approval will be deemed to have been
      given; provided, however, the CityPlace Companion Holder hereby agrees
      that, in the event the CityPlace Loan Pair is a Specially Serviced
      Mortgage Loan and the Special Servicer determines that immediate action is
      necessary to protect the interests of the Certificateholders and the
      CityPlace Companion Holder (as a collective whole), the Special Servicer
      may take any such action without waiting for the CityPlace Companion
      Holder's response;

            (ii) If the CityPlace Trigger Event shall not have occurred and be
      continuing, then (A) the Controlling Class Representative shall not be
      authorized to exercise any of its rights and powers provided for in
      Section 6.11(a) with respect to the CityPlace Loan Pair, and (B) the
      CityPlace Companion Holder will have the rights and obligations of the
      Controlling Class Representative specified in Sections 6.11(a) and
      6.11(c)(i) with respect to the CityPlace Loan Pair to direct the Special
      Servicer.

            Notwithstanding anything to the contrary in this Section 6.11(c),
the Special Servicer shall not be obligated to seek approval from the CityPlace
Companion Holder for any actions to be taken by the Special Servicer with
respect to the CityPlace Loan Pair if: (A) the Special Servicer has, as provided
herein, notified the CityPlace Companion Holder in writing of various actions
the Special Servicer proposes to take with respect to the workout or liquidation
of the Loan Pair; and (B) for 60 days following the first such notice, the
CityPlace Companion Holder has objected to all of those proposed actions and has
failed to suggest any alternative actions that the Special Servicer considers to
be consistent with the Servicing Standard.

                                   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, further, however, that to the extent
      the Master Servicer does not timely make such remittances, the Master
      Servicer shall pay the Trustee for the account of the Trustee interest on
      any amount not timely remitted at the Prime Rate from and including the
      applicable required remittance date to but not including the date such
      remittance is actually made; or

            (ii) any failure by the Special Servicer to timely deposit into the
      REO Account or to timely deposit into, or to timely remit to the Master
      Servicer for deposit into, the Certificate Account, any amount required to
      be so deposited or remitted under this Agreement; or

            (iii) any failure by the Master Servicer to timely make any
      Servicing Advance required to be made by it hereunder, which Servicing
      Advance remains unmade for a period of five Business Days following the
      date on which notice shall have been given to the Master Servicer, as the
      case may be, by the Trustee as provided in Section 3.03(c); or

            (iv) any failure on the part of the Master Servicer or the Special
      Servicer duly to observe or perform in any material respect any other of
      the covenants or agreements on the part of the Master Servicer or the
      Special Servicer, as the case may be, contained in this Agreement which
      continues unremedied for a period of 30 days after the date on which
      written notice of such failure, requiring the same to be remedied, shall
      have been given to the Master Servicer or the Special Servicer, as the
      case may be, by any other party hereto or the Master Servicer or the
      Special Servicer, as the case may be (with a copy to each other party
      hereto), by the Holders of Certificates entitled to at least 25% of the
      Voting Rights; provided, however, that with respect to any such failure
      which is not curable within such 30-day period, the Master Servicer or the
      Special Servicer, as the case may be, shall have an additional cure period
      of thirty (30) days to effect such cure so long as the Master Servicer or
      the Special Servicer, as the case may be, has commenced to cure such
      failure within the initial 30-day period and has provided the Trustee with
      an Officer's Certificate certifying that it has diligently pursued, and is
      continuing to pursue, a full cure; or

            (v) any breach on the part of the Master Servicer or the Special
      Servicer of any representation or warranty contained in this Agreement
      that materially and adversely affects the interests of any Class of
      Certificateholders and which continues unremedied for a period of 30 days
      after the date on which notice of such breach, requiring the same to be
      remedied, shall have been given to the Master Servicer or the Special
      Servicer, as the case may be, by any other party hereto or the Master
      Servicer or the Special Servicer, as the case may be (with a copy to each
      other party hereto), by the Holders of Certificates entitled to at least
      25% of the Voting Rights, provided, however, that with respect to any
      failure which is not curable within such 30-day period, the Master
      Servicer or the Special Servicer, as the case may be, shall have an
      additional cure period of thirty (30) days so long as the Master Servicer
      or the Special Servicer, as the case may be, has commenced to cure within
      the initial 30-day period and provided the Trustee with an Officer's
      Certificate certifying that it has diligently pursued, and is continuing
      to pursue, a full cure; or

            (vi) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      for the appointment of a conservator, receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Master Servicer or the Special Servicer and such decree or order shall
      have remained in force undischarged or unstayed for a period of sixty (60)
      days; or

            (vii) the Master Servicer or the Special Servicer shall consent to
      the appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to it or
      of or relating to all or substantially all of its property; or

            (viii) the Master Servicer or the Special Servicer shall admit in
      writing its inability to pay its debts generally as they become due, file
      a petition to take advantage of any applicable bankruptcy, insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations, or take any
      corporate action in furtherance of the foregoing; or

            (ix) the consolidated net worth of the Master Servicer and of its
      direct or indirect parent, determined in accordance with generally
      accepted accounting principles, shall decline to less than $15,000,000; or

            (x) the Trustee shall have received a written notice from Moody's
      (which the Trustee shall promptly forward to the Master Servicer or the
      Special Servicer, as applicable), to the effect that if the Master
      Servicer or the Special Servicer, as applicable, continues to act in such
      capacity, the rating or ratings on one or more Classes of Certificates
      will be downgraded or withdrawn, citing servicing concerns relating to the
      Master Servicer or the Special Servicer, as the case may be, as the sole
      or material factor in such action, if such Master Servicer or the Special
      Servicer, as applicable, is not replaced; provided, however, that the
      Master Servicer or the Special Servicer, as applicable, shall have sixty
      (60) days to resolve such matters to the satisfaction of Moody's (or such
      longer time period as may be agreed in writing by Moody's) prior to the
      replacement of the Master Servicer or the Special Servicer or the
      downgrade of any Class of Certificates; or

            (xi) the Master Servicer or the Special Servicer, as the case may
      be, is removed from S&P's approved master servicer list or special
      servicer list, as the case may be, and such removal continues for a period
      of 60 days; or

            (xii) the Master Servicer shall fail to remit to the Paying Agent
      for deposit into the Distribution Account, on any P&I Advance Date, the
      full amount of P&I Advances required to be made on such date, which
      failure continues unremedied until 10:00 a.m. New York City time on the
      next Business Day succeeding such P&I Advance Date; provided, however,
      that to the extent the Master Servicer does not timely make such
      remittances, the Master Servicer shall pay the Trustee for the account of
      the Trustee interest on any amount not timely remitted at the Prime Rate
      from and including the applicable required remittance date to but not
      including the date such remittance is actually made.

            (b) If any Event of Default shall occur with respect to the Master
Servicer or the Special Servicer (in either case, for purposes of this Section
7.01(b), the "Defaulting Party") and shall be continuing, then, and in each and
every such case, so long as such Event of Default shall not have been remedied,
the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights, the Trustee shall, by notice in
writing to the Defaulting Party (with a copy of such notice to each other party
hereto and the Rating Agencies), terminate all of the rights and obligations
(but not the liabilities for actions and omissions occurring prior thereto) of
the Defaulting Party under this Agreement and in and to the Trust Fund, other
than its rights as a Certificateholder hereunder. From and after the receipt by
the Defaulting Party of such written notice of termination, all authority and
power of the Defaulting Party under this Agreement, whether with respect to the
Certificates (other than as a holder of any Certificate) or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of and at the expense of the
Defaulting Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer and the Special Servicer
each agree that, if it is terminated pursuant to this Section 7.01(b), it shall
promptly (and in any event no later than ten Business Days subsequent 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 to assume the Master Servicer's or Special Servicer's, as the case may
be, functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Master Servicer's or Special Servicer's, as the case may be,
responsibilities and rights hereunder, including, without limitation, (i) the
immediate transfer to the Trustee or a successor Master or Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been credited by the Master Servicer to the Certificate Account, the
Distribution Account, a Servicing Account or a Reserve Account (if the Master
Servicer is the Defaulting Party) or that are thereafter received by or on
behalf of it with respect to any Mortgage Loan or (ii) the transfer within two
Business Days to the Trustee or a successor Special Servicer for administration
by it of all cash amounts that shall at the time be or should have been credited
by the Special Servicer to the REO Account, the Certificate Account, a Servicing
Account or a Reserve Account or delivered to the Master Servicer (if the Special
Servicer is the Defaulting Party) or that are thereafter received by or on
behalf of it with respect to any Mortgage Loan or REO Property (provided,
however, that the Master Servicer and the Special Servicer each shall, if
terminated pursuant to this Section 7.01(b), continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior to the date
of such termination, whether in respect of Advances or otherwise, and it shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
termination). Any cost or expenses in connection with any actions to be taken by
the Master Servicer, the Special Servicer or the Trustee pursuant to this
paragraph shall be borne by the Defaulting Party and if not paid by the
Defaulting Party within 90 days after the presentation of reasonable
documentation of such costs and expenses, such expense shall be reimbursed by
the Trust Fund; provided, however, that the Defaulting Party shall not thereby
be relieved of its liability for such expenses. If and to the extent that the
Defaulting Party has not reimbursed such costs and expenses, the Trustee shall
have an affirmative obligation to take all reasonable actions to collect such
expenses on behalf of and at the expense of the Trust Fund. For purposes of this
Section 7.01 and of Section 7.03(b), the Trustee shall not be deemed to have
knowledge of an event which constitutes, or which with the passage of time or
notice, or both, would constitute an Event of Default described in clauses
(i)-(viii) of subsection (a) above unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless notice of any event which is in fact such
an Event of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.

            (c) If the Master Servicer receives a notice of termination under
Section 7.01(b) solely due to an Event of Default under Section 7.01(a)(x) or
(xi) and if the terminated Master Servicer provides the Trustee with the
appropriate "request for proposal" materials within the five Business Days after
receipt of such termination notice, the Master Servicer shall continue to serve
as Master Servicer hereunder until a successor Master Servicer is selected in
accordance with this Section 7.01(c); provided the Trustee has requested the
Master Servicer to continue to serve as the Master Servicer during such period.
Upon receipt of the "request for proposal" materials, the Trustee shall promptly
thereafter (using such "request for proposal" materials provided by the
terminated Master Servicer) solicit good faith bids for the rights to master
service the Mortgage Loans under this Agreement from at least three (3) Persons
qualified to act as Master Servicer hereunder in accordance with Sections 6.02
and 7.02 (any such Person so qualified, a "Qualified Bidder") or, if three (3)
Qualified Bidders cannot be located, then from as many Persons as the Trustee
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 2.5 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 for its
"out-of-pocket" expenses incurred in connection with obtaining such bid and
transferring servicing as contemplated by clause (i) of this paragraph and by
the definition of "Bid Allocation".

            If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within such 45-day period or no Successful Bidder was
identified within such 45-day period, the Master Servicer to be terminated
pursuant to Section 7.01(b) shall reimburse the Trustee for all reasonable
"out-of-pocket" expenses incurred by the Trustee in connection with such bid
process and the Trustee shall have no further obligations under this Section
7.01(c). The Trustee thereafter may act or may select a successor to act as
Master Servicer hereunder in accordance with Section 7.02.

            SECTION 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, unless a successor is appointed pursuant to
Section 6.04, be the successor in all respects to the Master Servicer or the
Special Servicer, as the case may be, in its capacity as such under this
Agreement and the transactions set forth or provided for herein and shall have
all (and the former Master Servicer or the Special Servicer, as the case may be,
shall cease to have any) of the responsibilities, duties and liabilities (except
as provided in the next sentence) of the Master Servicer or the Special
Servicer, as the case may be, arising thereafter, including, without limitation,
if the Master Servicer is the resigning or terminated party, the Master
Servicer's obligation to make P&I Advances, the unmade P&I Advances that gave
rise to such Event of Default; provided that, if the Master Servicer is the
resigning or terminated party, and if after the Closing Date the Trustee is
prohibited by law or regulation from obligating itself to make P&I Advances (as
evidenced by an Opinion of Counsel delivered to the Depositor and the Rating
Agencies) the Trustee shall not be obligated to make such P&I Advances and
provided, further, that any failure to perform such duties or responsibilities
caused by the Master Servicer's or the Special Servicer's, as the case may be,
failure to provide information or monies required by Section 7.01 shall not be
considered a default by the Trustee hereunder. Notwithstanding anything contrary
in this Agreement, the Trustee shall in no event be held responsible or liable
with respect to any of the representations and warranties of the resigning or
terminated party (other than the Trustee) or for any losses incurred by such
resigning or terminated party pursuant to Section 3.06 hereunder nor shall the
Trustee be required to purchase any Mortgage Loan hereunder. As compensation
therefor, the Trustee shall be entitled to all fees and other compensation which
the resigning or terminated party would have been entitled to if the resigning
or terminated party had continued to act hereunder. Notwithstanding the above
and subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee
may, if it shall be unwilling in its sole discretion to so act as either Master
Servicer or Special Servicer, as the case may be, or shall, if it is unable to
so act as either Master Servicer or Special Servicer, as the case may be, or
shall, if the Trustee is not approved as a master servicer or a special
servicer, as the case may be, by any of the Rating Agencies or if the Holders of
Certificates entitled to at least 51% of the Voting Rights so request in writing
to the Trustee, promptly appoint, subject to the approval of each of the Rating
Agencies (as evidenced by written confirmation therefrom to the effect that the
appointment of such institution would not cause the qualification, downgrading
or withdrawal of the then current rating on any Class of Certificates) or
petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution that meets the requirements of Section 6.02
(including, without limitation, rating agency confirmation); provided, however,
that in the case of a resigning or terminated Special Servicer, such appointment
shall be subject to the rights of the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class to designate a
successor pursuant to Section 6.09. Except with respect to an appointment
provided below, no appointment of a successor to the Master Servicer or the
Special Servicer hereunder shall be effective until the assumption of the
successor to such party of all its responsibilities, duties and liabilities
under this Agreement. Pending appointment of a successor to the Master Servicer
or the Special Servicer hereunder, the Trustee shall act in such capacity as
hereinabove provided. Notwithstanding the above, the Trustee shall, if the
Master Servicer is the resigning or terminated party and the Trustee is
prohibited by law or regulation from making P&I Advances, promptly appoint any
established mortgage loan servicing institution that has a net worth of not less
than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced
by written confirmation therefrom to the effect that the appointment of such
institution would not cause the qualification, downgrading or withdrawal of the
then current rating on any Class of Certificates), as the successor to the
Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder
(including, without limitation, the obligation to make P&I Advances), which
appointment will become effective immediately. In connection with any such
appointment and assumption described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on the
Mortgage Loans as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted the resigning or
terminated party hereunder. Such successor and the other parties hereto shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

            SECTION 7.03 Notification to Certificateholders.

            (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01, any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
6.09, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after a Responsible Officer of
the Trustee has notice of the occurrence of such an event, the Trustee shall
transmit by mail to the Depositor and all Certificateholders and the Rating
Agencies notice of such occurrence, unless such default shall have been cured.

            SECTION 7.04 Waiver of Events of Default.

            The Holders representing at least 66-2/3% of the Voting Rights
allocated to the Classes of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, however, that an Event of
Default under clause (i), (ii) , (ix), (x) or (xii) of Section 7.01(a) may be
waived only by all of the Certificateholders of the affected Classes. Upon any
such waiver of an Event of Default, such Event of Default shall cease to exist
and shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
Voting Rights with respect to the matters described above.

            SECTION 7.05 Additional Remedies of Trustee Upon Event of Default.

            During the continuance of any Event of Default, so long as such
Event of Default shall not have been remedied, the Trustee, in addition to the
rights specified in Section 7.01, shall have the right, in its own name and as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). No remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy, and no delay or omission to exercise any right or remedy shall
impair any such right or remedy or shall be deemed to be a waiver of any Event
of Default. Under no circumstances shall the rights provided to the Trustee
under this Section 7.05 be construed as a duty or obligation of the Trustee.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            SECTION 8.01 Duties of Trustee.

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found not to
conform to the requirements of this Agreement in a material manner, the Trustee
shall take such action as it deems appropriate to have the instrument corrected.
The Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor or the Master Servicer or the Special
Servicer, and accepted by the Trustee in good faith, pursuant to this Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing of all such Events of Default which may have occurred, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for
      the performance of such duties and obligations as are specifically set
      forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee and, in the absence of bad faith
      on the part of the Trustee, the Trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any certificates or opinions furnished to the Trustee and
      conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be personally liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible
      Officers of the Trustee unless it shall be proved that the Trustee was
      negligent in ascertaining the pertinent facts if it was required to do so;

            (iii) The Trustee shall not be personally liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of Holders of Certificates entitled to at
      least 25% of the Voting Rights relating to the time, method and place of
      conducting any proceeding for any remedy available to the Trustee or
      exercising any trust or power conferred upon the Trustee under this
      Agreement; and

            (iv) The protections, immunities and indemnities afforded to the
      Trustee hereunder shall also be available to the Paying Agent,
      Authenticating Agent, Certificate Registrar, REMIC Administrator and
      Custodian.

            SECTION 8.02 Certain Matters Affecting Trustee.

            Except as otherwise provided in Section 8.01 and Article X:

            (a) the Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties;

            (b) the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance therewith;

            (c) the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to make any investigation of
matters arising hereunder or, except as provided in Section 10.01 or 10.02, to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Certificateholders, pursuant to
the provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; the Trustee
shall not be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it; provided, however, that nothing
contained herein shall, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default which has not been cured, to exercise such of
the rights and powers vested in it by this Agreement, and to use the same degree
of care and skill in their exercise as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;

            (d) the Trustee shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;

            (e) prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or document, unless
requested in writing to do so by Holders of Certificates entitled to at least
25% of the Voting Rights; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to taking any such action;

            (f) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys; provided, however, that the Trustee shall remain responsible for all
acts and omissions of such agents or attorneys within the scope of their
employment to the same extent as it is responsible for its own actions and
omissions hereunder;

            (g) the Trustee shall not be responsible for any act or omission of
the Master Servicer or the Special Servicer (unless, in the case of the Trustee,
the Trustee is acting as Master Servicer or the Special Servicer) or the
Depositor; and

            (h) neither the Trustee nor the Certificate Registrar shall have any
obligation or duty to monitor, determine or inquire as to compliance with any
restriction on transfer imposed under Article V under this Agreement or under
applicable law with respect to any transfer of any Certificate or any interest
therein, other than to require delivery of the certification(s) and/or Opinions
of Counsel described in said Article applicable with respect to changes in
registration of record ownership of Certificates in the Certificate Register and
to examine the same to determine substantial compliance with the express
requirements of this Agreement. The Trustee and Certificate Registrar shall have
no liability for transfers, including transfers made through the book entry
facilities of the Depository or between or among Depository Participants or
beneficial owners of the Certificates, made in violation of applicable
restrictions except for its failure to perform its express duties in connection
with changes in registration of record ownership in the Certificate Register.

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

            The recitals contained herein and in the Certificates, other than
the statements attributed to the Trustee in Article II and Section 8.15 and the
signature of the Certificate Registrar and the Authenticating Agent set forth on
each outstanding Certificate, shall be taken as the statements of the Depositor
or the Master Servicer or the Special Servicer, as the case may be, and the
Trustee assumes no responsibility for their correctness. Except as set forth in
Section 8.15, the Trustee makes no representations as to the validity or
sufficiency of this Agreement or of any Certificate (other than as to the
signature of the Trustee set forth thereon) or of any Mortgage Loan or related
document. The Trustee shall not be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Mortgage Loans to the Trust Fund, or any
funds deposited in or withdrawn from the Certificate Account or any other
account by or on behalf of the Depositor, the Master Servicer or the Special
Servicer unless the Trustee is acting as Paying Agent. The Trustee shall not be
responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer or the Special Servicer, and accepted by the
Trustee in good faith, pursuant to this Agreement.

            SECTION 8.04 Trustee May Own Certificates.

            The Trustee or any agent of the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Certificates with the same
rights (except as otherwise provided in the definition of "Certificateholder")
it would have if it were not the Trustee or such agent.

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

            (a) On each Distribution Date, the Trustee shall withdraw from the
general funds on deposit in the Distribution Account as provided in Section
3.05(b), prior to any distributions to be made therefrom on such date, and pay
to itself all earned but unpaid Trustee Fees, as compensation for all services
rendered by the Trustee in the execution of the trusts hereby created and in the
exercise and performance of any of the powers and duties of the Trustee
hereunder at the Trustee Fee Rate. No Trustee Fee shall be payable with respect
to the Companion Loans. The Trustee Fee (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
shall constitute the Trustee's sole compensation for such services to be
rendered by it. The Trustee Fee with respect to the ED Loan shall be an expense
of REMIC I in respect of the ED Loan REMIC Regular Interest.

            (b) The Trustee and any director, officer, employee, affiliate,
agent or "control" person within the meaning of the Securities Act of 1933 of
the Trustee shall be entitled to be indemnified for and held harmless by the
Trust Fund against any loss, liability or reasonable "out-of-pocket" expense
(including, without limitation, costs and expenses of litigation, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement)
arising out of, or incurred in connection with this Agreement, the Mortgage
Loans or the Certificates or any act of the Master Servicer or the Special
Servicer taken on behalf of the Trustee as provided for herein; provided that
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 "AA" by S&P and "Aa2" by
Moody's (determined without regard to pluses or minuses) or such other rating
that shall not result in the qualification, downgrading or withdrawal of the
rating or ratings assigned to one or more Classes of the Certificates by any
Rating Agency as confirmed in writing. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.07; provided that, if the Trustee shall cease to be so eligible
because its combined capital and surplus is no longer at least $100,000,000 or
its long-term unsecured debt rating no longer conforms to the requirements of
the immediately preceding sentence, and if the Trustee proposes to the other
parties hereto to enter into an agreement with (and reasonably acceptable to)
each of them, and if in light of such agreement the Trustee's continuing to act
in such capacity would not (as evidenced in writing by each Rating Agency) cause
any Rating Agency to qualify, downgrade or withdraw any rating assigned thereby
to any Class of Certificates, then upon the execution and delivery of such
agreement the Trustee shall not be required to resign, and may continue in such
capacity, for so long as none of the ratings assigned by the Rating Agencies to
the Certificates is qualified, downgraded or withdrawn thereby. The corporation
or association serving as Trustee may have normal banking and trust
relationships with the Depositor, the Master Servicer, the Special Servicer and
their respective Affiliates but, except to the extent permitted or required by
Section 7.02, shall not be an "Affiliate" (as such term is defined in Section
III of PTE 2000-58) of the Master Servicer, the Special Servicer, any
sub-servicer, the Underwriters, the Depositor, or any obligor with respect to
Mortgage Loans constituting more than 5.0% of the aggregate authorized principal
balance of the Mortgage Loans as of the date of the initial issuances of the
Certificates or any "Affiliate" (as such term is defined in Section III of PTE
2000-58) of any such Person.

            SECTION 8.07 Resignation and Removal of Trustee.

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer and to all Certificateholders at their
respective addresses set forth in the Certificate Register. Upon receiving such
notice of resignation, the Master Servicer shall promptly appoint a successor
trustee meeting the requirements in Section 8.06 and acceptable to the Depositor
and the Rating Agencies by written instrument, in duplicate, which instrument
shall be delivered to the resigning Trustee and to the successor trustee. A copy
of such instrument shall be delivered to the Depositor, the Special Servicer and
the Certificateholders by the Master Servicer. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Master Servicer, or if at any
time the Trustee shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee or Paying Agent (if different from the Trustee)
shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result
of other circumstances beyond the Trustee's reasonable control), to timely
deliver any report to be delivered by the Trustee pursuant to Section 4.02 and
such failure shall continue unremedied for a period of five days, or if the
Trustee or Paying Agent (if different from the Trustee) fails to make
distributions required pursuant to Section 3.05(b), 4.01 or 9.01, then the
Depositor may remove the Trustee and appoint a successor trustee if necessary,
acceptable to the Master Servicer and the Rating Agencies (as evidenced by
written confirmation therefrom to the effect that the appointment of such
institution would not cause the qualification, downgrading or withdrawal of the
then current rating on any Class of Certificates) by written instrument, in
duplicate, which instrument shall be delivered to the Trustee so removed and to
the successor trustee. A copy of such instrument shall be delivered to the
Master Servicer, the Special Servicer and the Certificateholders by the
Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor
trustee, if necessary, by written instrument or instruments, in triplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete
set to the Trustee so removed and one complete set to the successor trustee so
appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the successor so
appointed. In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its rights and obligations under this Agreement and in
and to the Mortgage Loans shall be terminated, other than any rights or
obligations that accrued prior to the date of such termination or removal
(including the right to receive all fees, expenses and other amounts (including,
without limitation, P&I Advances and accrued interest thereon) accrued or owing
to it under this Agreement, with respect to periods prior to the date of such
termination or removal and no termination without cause shall be effective until
the payment of such amounts to the Trustee).

            (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

            SECTION 8.08 Successor Trustee.

            (a) Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The predecessor trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder (other than any Mortgage Files at the time
held on its behalf by a third-party Custodian, which Custodian shall become the
agent of the successor trustee), and the Depositor, the Master Servicer, the
Special Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.

            (b) No successor trustee shall accept appointment as provided in
this Section 8.08, unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 8.06 and the Rating Agencies
have provided confirmation pursuant to such Section.

            (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, such successor trustee shall mail notice of the
succession of such trustee hereunder to the Depositor and the
Certificateholders.

            SECTION 8.09 Merger or Consolidation of Trustee.

            Any entity into which the Trustee may be merged or converted or with
which it may be consolidated or any entity resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any entity succeeding
to the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such entity shall be eligible under the provisions
of Section 8.06 and the Rating Agencies have provided confirmation pursuant to
such Section, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

            SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so, or in case an Event of Default in
respect of the Master Servicer shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall cease to exist, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

            SECTION 8.11 Appointment of Custodians.

            The Trustee may appoint at the Trustee's expense one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution supervised and
regulated by a federal or state banking authority, shall have combined capital
and surplus of at least $10,000,000, shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and shall not be the Depositor,
any Mortgage Loan Seller or any Affiliate of the Depositor or any Mortgage Loan
Seller. Neither the Master Servicer nor the Special Servicer shall have any duty
to verify that any such Custodian is qualified to act as such in accordance with
the preceding sentence. Any such appointment of a third party Custodian and the
acceptance thereof shall be pursuant to a written agreement, which written
agreement shall (i) be consistent with this Agreement in all material respects
and requires the Custodian to comply with this Agreement in all material
respects and requires the Custodian to comply with all of the applicable
conditions of this Agreement; (ii) provide that if the Trustee shall for any
reason no longer act in the capacity of Trustee hereunder (including, without
limitation, by reason of an Event of Default), the successor trustee or its
designee may thereupon assume all of the rights and, except to the extent such
obligations arose prior to the date of assumption, obligations of the Custodian
under such agreement or alternatively, may terminate such agreement without
cause and without payment of any penalty or termination fee; and (iii) not
permit the Custodian any rights of indemnification that may be satisfied out of
assets of the Trust Fund. The appointment of one or more Custodians shall not
relieve the Trustee from any of its obligations hereunder, and the Trustee shall
remain responsible and liable for all acts and omissions of any Custodian. The
initial Custodian shall be the Trustee. Notwithstanding anything herein to the
contrary, if the Trustee is no longer the Custodian, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Custodian shall be construed to require that such notice,
information or documents also be provided to the Trustee. Any Custodian
hereunder (other than the Trustee) shall at all times maintain a fidelity bond
and errors and omissions policy in amounts customary for custodians performing
duties similar to those set forth in this Agreement.

            SECTION 8.12 Appointment of Authenticating Agents.

            (a) The Trustee may at the Trustee's expense appoint one or more
Authenticating Agents, which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. The Trustee shall cause any such Authenticating
Agent to execute and deliver to the Trustee an instrument in which such
Authenticating Agent shall agree to act in such capacity, in accordance with the
obligations and responsibilities herein. Each Authenticating Agent must be
organized and doing business under the laws of the United States of America or
of any State, authorized under such laws to do a trust business, have a combined
capital and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to the same obligations, standard of care, protection and indemnities as
would be imposed on, or would protect, the Trustee hereunder. The appointment of
an Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible and liable for
all acts and omissions of the Authenticating Agent. In the absence of any other
Person appointed in accordance herewith acting as Authenticating Agent, the
Trustee hereby agrees to act in such capacity in accordance with the terms
hereof. Notwithstanding anything herein to the contrary, if the Trustee is no
longer the Authenticating Agent, any provision or requirement herein requiring
notice or any information or documentation to be provided to the Authenticating
Agent shall be construed to require that such notice, information or
documentation also be provided to the Trustee.

            (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            (c) Any Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Master Servicer, the Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent, the Master Servicer, the Certificate Registrar and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 8.12, the Trustee may appoint a
successor Authenticating Agent, in which case the Trustee shall given written
notice of such appointment to the Master Servicer, the Certificate Registrar and
the Depositor and shall mail notice of such appointment to all Holders of
Certificates; provided, however, that no successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 8.12. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent. No Authenticating Agent shall have responsibility or
liability for any action taken by it as such at the direction of the Trustee.

            SECTION 8.13 Access to Certain Information.

            The Trustee shall afford to the Master Servicer, the Special
Servicer, each Rating Agency and the Depositor, any Certificateholder and to the
OTS, the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to any documentation
regarding the Mortgage Loans within its control that may be required to be
provided by this Agreement or by applicable law. Such access shall be afforded
without charge but only upon reasonable prior written request and during normal
business hours at the offices of the Trustee designated by it. Upon request and
with the consent of the Depositor and at the cost of the requesting Party, the
Trustee shall provide copies of such documentation to the Depositor, any
Certificateholder and to the OTS, the FDIC and any other bank or insurance
regulatory authority that may exercise authority over any Certificateholder.

            SECTION 8.14 Appointment of REMIC Administrators.

            (a) The Trustee may appoint at the Trustee's expense, one or more
REMIC Administrators, which shall be authorized to act on behalf of the Trustee
in performing the functions set forth in Sections 3.17, 10.01 and 10.02 herein.
The Trustee shall cause any such REMIC Administrator to execute and deliver to
the Trustee an instrument in which such REMIC Administrator shall agree to act
in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible and liable
for all acts and omissions of the REMIC Administrator. Each REMIC Administrator
must be acceptable to the Trustee and must be organized and doing business under
the laws of the United States of America or of any State and be subject to
supervision or examination by federal or state authorities. In the absence of
any other Person appointed in accordance herewith acting as REMIC Administrator,
the Trustee hereby agrees to act in such capacity in accordance with the terms
hereof. If Wells Fargo Bank Minnesota, N.A. is removed as Trustee, then Wells
Fargo Bank Minnesota, N.A. shall be terminated as REMIC Administrator.

            (b) Any Person into which any REMIC Administrator may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any REMIC Administrator shall be a
party, or any Person succeeding to the corporate agency business of any REMIC
Administrator, shall continue to be the REMIC Administrator without the
execution or filing of any paper or any further act on the part of the Trustee
or the REMIC Administrator.

            (c) Any REMIC Administrator may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee, the
Certificate Registrar, the Paying Agent, the Master Servicer, the Special
Servicer and the Depositor. The Trustee may at any time terminate the agency of
any REMIC Administrator by giving written notice of termination to such REMIC
Administrator, the Master Servicer, the Certificate Registrar and the Depositor.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time any REMIC Administrator shall cease to be eligible in accordance with
the provisions of this Section 8.14, the Trustee may appoint a successor REMIC
Administrator, in which case the Trustee shall given written notice of such
appointment to the Master Servicer and the Depositor and shall mail notice of
such appointment to all Holders of Certificates; provided, however, that no
successor REMIC Administrator shall be appointed unless eligible under the
provisions of this Section 8.14. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator
shall have responsibility or liability for any action taken by it as such at the
direction of the Trustee.

            SECTION 8.15 Representations, Warranties and Covenants of Trustee.

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

            (i) The Trustee is a national banking association duly organized,
      validly existing and in good standing under the laws of the United States.

            (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
      Trustee, will not violate the Trustee's organizational documents or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in a material breach
      of, any material agreement or other material instrument to which it is a
      party or by which it is bound.

            (iii) Except to the extent that the laws of certain jurisdictions in
      which any part of the Trust Fund may be located require that a co-trustee
      or separate trustee be appointed to act with respect to such property as
      contemplated by Section 8.10, the Trustee has the full power and authority
      to carry on its business as now being conducted and to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement.

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

            (v) The Trustee is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Trustee's good faith and reasonable
      judgment, is likely to affect materially and adversely the ability of the
      Trustee to perform its obligations under this Agreement. (vi) No
      litigation is pending or, to the best of the Trustee's knowledge,
      threatened against the Trustee that, if determined adversely to the
      Trustee, would prohibit the Trustee from entering into this Agreement or,
      in the Trustee's good faith and reasonable judgment, is likely to
      materially and adversely affect the ability of the Trustee to perform its
      obligations under this Agreement.

            (vii) Any consent, approval, authorization or order of any court or
      governmental agency or body required for the execution, delivery and
      performance by the Trustee of or compliance by the Trustee with this
      Agreement or the consummation of the transactions contemplated by this
      Agreement has been obtained and is effective.

            SECTION 8.16 Appointment of Paying Agent.

            The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders hereunder. The Trustee shall cause such
Paying Agent to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in an Eligible Account in
trust for the benefit of the Certificateholders entitled thereto until such sums
shall be paid to the Certificateholders. All funds remitted by the Trustee or
the Master Servicer to any such Paying Agent for the purpose of making
distributions shall be paid to Certificateholders on each Distribution Date and
any amounts not so paid shall be returned on such Distribution Date to the
Trustee or the Master Servicer, as applicable. Any Paying Agent shall be either
a bank or trust company or otherwise authorized under law to exercise corporate
trust powers and shall have a short term debt rating of at least "A-1" or a long
term debt rating of at least "AA" by S&P or a rating of at least "A" (or its
equivalent) by Moody's, or such lower rating as will not result in
qualification, downgrading or withdrawal of the ratings then assigned to the
Certificates, as evidenced in writing by the Rating Agencies. Any such
appointment of a third party Paying Agent and the acceptance thereof shall be
pursuant to a written agreement, which written agreement shall (i) be consistent
with this Agreement in all material respects and requires the Paying Agent to
comply with this Agreement in all material respects and requires the Paying
Agent to comply with all of the applicable conditions of this Agreement; (ii)
provide that if the Trustee shall for any reason no longer act in the capacity
of Trustee hereunder (including, without limitation, by reason of an Event of
Default), the successor trustee or its designee may (A) thereupon assume all of
the rights and, except to the extent they arose prior to the date of assumption,
obligations of the Paying Agent under such agreement or (B) terminate such
agreement without cause and without payment of any penalty or termination fee;
and (iii) not permit the Paying Agent any rights of indemnification that may be
satisfied out of assets of the Trust Fund. The appointment of any Paying Agent
shall not relieve the Trustee from any of its obligations hereunder, and the
Trustee shall remain responsible and liable for all acts and omissions of any
Paying Agent to the extent such Paying Agent would have been responsible
pursuant to the terms hereof. The initial Paying Agent shall be the Trustee.
Notwithstanding anything herein to the contrary, if the Trustee is no longer the
Paying Agent, any provision or requirement herein requiring notice or any
information to be provided to the Paying Agent shall be construed to require
that such notice, information or documentation also be provided to the Trustee.
If the Trustee appoints a Paying Agent other than the Trustee, the Trustee shall
promptly notify the Master Servicer of such appointment and give to the Master
Servicer the Paying Agent's wiring instructions and notice address.

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

            The Trustee shall prepare for filing, and execute, on behalf of the
Trust Fund, and file with the Securities and Exchange Commission, (i) each
Distribution Date Statement on Form 8-K within 15 days after each Distribution
Date in each month, (ii) before March 31 of each year, beginning March 31, 2003,
a Form 10-K and (iii) any and all reports, statements and information respecting
the Trust Fund and/or the certificates required to be filed on behalf of the
Trust Fund under the Exchange Act as the Trustee may be directed by the
Depositor, until directed in writing by the Depositor to discontinue such
filings; provided that any such additional information referred to in clause
(iii) above shall be delivered to the Trustee in the format required for
electronic filing via the EDGAR system. For any filings pursuant to the previous
sentence that occur after the first anniversary of the Closing Date, the Trustee
shall receive a fee agreed upon by the Trustee and the Depositor in a separate
fee agreement. Upon such filing with the Securities and Exchange Commission, the
Trustee shall promptly deliver to the Depositor and the Master Servicer a copy
of any such executed report, statement or information. The Depositor shall
promptly file, and exercise its reasonable best efforts to obtain a favorable
response to, no-action requests to, or requests for other appropriate exemptive
relief from, the Securities and Exchange Commission regarding the usual and
customary exemption from certain reporting requirements granted to issuers of
securities similar to the Certificates. The Depositor agrees to indemnify and
hold harmless the Trustee with respect to any liability, cost or expenses,
including reasonable attorneys' fees, arising from the Trustee's execution of
such reports, statements and information that contain errors or omissions or is
otherwise misleading, provided, however, that if the indemnification provided
for herein is invalid or unenforceable, then the Depositor shall contribute to
the amount paid by the Trustee as a result of such liability in such amount as
is necessary to limit the Trustee's responsibility for any such payment to any
amount resulting from its own negligence or willful misconduct. The Trustee
shall have no responsibility to determine whether or not any filing may be
required and shall not have any responsibility to review or confirm in any way
the accuracy or the sufficiency of the contents of any such filing.

            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.

            SECTION 8.19 Companion Paying Agent.

            (a) The Trustee 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 Holder all reports delivered to
the Companion Paying Agent that the Trustee has made available to
Certificateholders under this Agreement.

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

            (c) Upon the resignation or removal of the Trustee pursuant to
Article VIII of 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 8.20 Companion Register.

            The Companion Paying Agent shall maintain a register (the "Companion
Register") on which it will record the names and address of, and wire transfer
instructions for, the Companion Holder from time to time, to the extent such
information is provided in writing to it by the Companion Holder. The initial
Companion Holder, along with its name, address, wiring instructions and tax
identification number, is listed on Exhibit AA hereto. The Companion Holder
shall inform the Companion Paying Agent of the name, address, wiring
instructions and taxpayer identification number of any subsequent Companion
Holder upon any transfer of a Companion Loan. Upon the sale of a Companion Loan
or portion thereof, the transferring Companion Holder shall inform the Companion
Paying Agent in writing that such transfer has taken place and provide the
Companion Paying Agent with the name, address, wiring instructions and tax
identification number of the transferee. In the event the Companion Holder
transfers a Companion Loan without notice to the Companion Paying Agent, the
Companion Paying Agent shall have no liability for any misdirected payment in
the related Companion Loan and shall have no obligation to recover and redirect
such payment.

            The Companion Paying Agent shall promptly provide the name and
address of the Companion Holder to any party hereto or any successor Companion
Holder 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 IX

                                   TERMINATION

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

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than the
obligations of the Paying Agent on behalf of the Trustee to provide for and make
payments to Certificateholders as hereafter set forth) shall terminate upon
payment (or provision for payment) (i) to the Certificateholders of all amounts
held by or on behalf of the Trustee and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (A) the purchase by the
Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder of all Mortgage Loans and each REO Property remaining in the
ED Loan REMIC and REMIC I at a price equal to (1) the aggregate Purchase Price
of all the Mortgage Loans included in the ED Loan REMIC and REMIC I, plus (2)
the appraised value of each REO Property, if any, included in the ED Loan REMIC
and REMIC I, such appraisal to be conducted by an Independent Appraiser selected
by the Master Servicer and approved by the Trustee, minus (3) if the purchaser
is the Master Servicer, the aggregate amount of unreimbursed Advances made by
the Master Servicer, together with any interest accrued and payable to the
Master Servicer in respect of unreimbursed Advances in accordance with Sections
3.03(d) and 4.03(d) and any unpaid Master Servicing Fees remaining outstanding
(which items shall be deemed to have been paid or reimbursed to the Master
Servicer in connection with such purchase), and (B) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or
REO Property remaining in the ED Loan REMIC and REMIC I, and (ii) to the
Trustee, the Master Servicer, the Special Servicer and the officers, directors,
employees and agents of each of them of all amounts which may have become due
and owing to any of them hereunder; provided, however, that in no event shall
the Trust Fund created hereby continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.

            The obligations and responsibilities under this Agreement of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Companion Paying Agent shall terminate with respect to any Companion Loan to the
extent (i) its related AB Mortgage 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 or any party hereto in accordance with
the related Co-Lender Agreement remain due and owing.

            The Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder may at its option elect to purchase all of the
Mortgage Loans and each REO Property remaining in the ED Loan REMIC and REMIC I
as contemplated by clause (i) of the preceding paragraph by giving written
notice to the other parties hereto no later than 60 days prior to the
anticipated date of purchase; provided, however, that (i) the aggregate Stated
Principal Balance of the Mortgage Pool at the time of such election is less than
2.6% of the aggregate Cut-off Date Balances of the Mortgage Loans, and (ii) the
Master Servicer shall not have the right to effect such a purchase if, within 30
days following the Master Servicer's delivery of a notice of election pursuant
to this paragraph, the Depositor, the Special Servicer or the Majority
Subordinate Certificateholder shall give notice of its election to purchase all
of the Mortgage Loans and each REO Property remaining in the ED Loan REMIC and
REMIC I and shall thereafter effect such purchase in accordance with the terms
hereof. The Master Servicer or the Majority Subordinate Certificateholder shall
not have the right to effect such a purchase if, within 30 days following the
Special Servicer's delivery of a notice of election pursuant to this paragraph,
the Special Servicer shall give notice of its election to purchase all of the
Mortgage Loans and each REO Property remaining in the ED Loan REMIC and REMIC I
and shall thereafter effect such purchase in accordance with the terms hereof.
If the Trust Fund is to be terminated in connection with the Master Servicer's,
the Special Servicer's or the Majority Subordinate Certificateholder's purchase
of all of the Mortgage Loans and each REO Property remaining in the ED Loan
REMIC and REMIC I, the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholder, as applicable, shall deliver to the Paying Agent
for deposit in the Distribution Account not later than the P&I Advance Date
relating to the Distribution Date on which the final distribution on the
Certificates is to occur an amount in immediately available funds equal to the
above-described purchase price. In addition, the Master Servicer shall transfer
to the Distribution Account all amounts required to be transferred thereto on
such P&I Advance Date from the Certificate Account pursuant to the first
paragraph of Section 3.04(b), together with any other amounts on deposit in the
Certificate Account that would otherwise be held for future distribution. Upon
confirmation that such final deposit has been made, the Trustee shall release or
cause to be released to the Master Servicer, the Special Servicer, the Majority
Subordinate Certificateholder, as applicable, the Mortgage Files for the
remaining Mortgage Loans and shall execute all assignments, endorsements and
other instruments furnished to it by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder, as applicable, as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties to the
Master Servicer, the Special Servicer or the Majority Subordinate
Certificateholder (or their respective designees), as applicable. Any transfer
of Mortgage Loans to the Depositor pursuant to this paragraph shall be on a
servicing-released basis.

            Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders mailed (a) if such notice is given in connection
with the Master Servicer's, the Special Servicer's or the Majority Subordinate
Certificateholder's purchase of the Mortgage Loans and each REO Property
remaining in the ED Loan REMIC and REMIC I, not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of the final
distribution on the Certificates or (b) otherwise during the month of such final
distribution on or before the Determination Date in such month, in each case
specifying (i) the Distribution Date upon which the Trust Fund will terminate
and final payment of the Certificates will be made, (ii) the amount of any such
final payment and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the offices of the Certificate Registrar or
such other location therein designated. The Trustee shall give such notice to
the Master Servicer, the Special Servicer and the Depositor at the time such
notice is given to Certificateholders.

            Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Paying Agent shall
distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts then on deposit in the Distribution Account that are allocable to
payments on the Class of Certificates so presented and surrendered. Amounts on
deposit in the Distribution Account as of the final Distribution Date, exclusive
of any portion thereof that would be payable to any Person in accordance with
clauses (ii) through (vii) of Section 3.05(b), including any portion thereof
that represents Prepayment Premiums and Yield Maintenance Charges, shall be (i)
deemed distributed in respect of the ED Loan REMIC Regular Interest and
distributed to the Class R-I Certificates in respect of the ED Loan REMIC
Residual Interest in accordance with Section 4.01(j), (ii) deemed distributed in
respect of the REMIC I Regular Interests and distributed to the Class R-I
Certificates in respect of the REMIC I Residual Interest in accordance with
Section 4.01(b) and Section 4.01(h) and (iii) distributed to the REMIC II
Certificates in the order of priority set forth in Section 4.01(a) and Section
4.01(b), in each case, to the extent of remaining available funds.

            On or after the Final Distribution Date, upon presentation and
surrender of the Class Z-I Certificates, the Paying Agent shall distribute to
the Class Z-I Certificateholders any amount then on deposit in the Additional
Interest Account that was paid on a Wachovia Mortgage Loan. On or after the
Final Distribution Date, upon presentation and surrender of the Class Z-II
Certificates, the Paying Agent shall distribute to the Class Z-II
Certificateholders any amount then on deposit in the Additional Interest Account
that was paid on a Greenwich Mortgage Loan. On or after the Final Distribution
Date, upon presentation and surrender of the Class Z-III Certificates, the
Paying Agent shall distribute to the Class Z-III Certificateholders any amount
then on deposit in the Additional Interest Account that was paid on a Nomura
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.

            SECTION 9.02 Additional Termination Requirements.

            (a) If the Master Servicer, the Special Servicer or the Majority
Subordinate Certificateholders purchase all of the Mortgage Loans and each REO
Property remaining in the ED Loan REMIC and REMIC I as provided in Section 9.01,
the Trust Fund (and, accordingly, the ED Loan REMIC (unless earlier terminated),
REMIC I and REMIC II) shall be terminated in accordance with the following
additional requirements, unless the Person effecting the purchase obtains at its
own expense and delivers to the Trustee and, in the case of the Depositor, to
the Trustee and the Master Servicer, an Opinion of Counsel, addressed to the
Trustee and the Master Servicer, to the effect that the failure of the Trust
Fund to comply with the requirements of this Section 9.02 will not result in the
imposition of taxes on "prohibited transactions" of the ED Loan REMIC, REMIC I
or REMIC II as defined in Section 860F of the Code or cause the ED Loan REMIC,
REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

            (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to the final Tax Return for the
      ED Loan REMIC, REMIC I and REMIC II pursuant to Treasury Regulations
      Section 1.860F-1;

            (ii) during such 90-day liquidation period and at or prior to the
      time of making of the final payment on the Certificates, the Trustee shall
      sell all of the assets of the ED Loan REMIC and REMIC I to the Master
      Servicer, the Special Servicer or the Majority Subordinate
      Certificateholders, as applicable, for cash; and

            (iii) at the time of the making of the final payment on the
      Certificates, the Paying Agent shall distribute or credit, or cause to be
      distributed or credited, to the Certificateholders in accordance with
      Section 9.01 all cash on hand (other than cash retained to meet claims),
      and the ED Loan REMIC, REMIC I and REMIC II shall terminate at that time.

            (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Trustee to specify the 90-day liquidation period for the
ED Loan REMIC, REMIC I and REMIC II, which authorization shall be binding upon
all successor Certificateholders.

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

            SECTION 10.01 REMIC Administration.

            (a) The REMIC Administrator shall elect to treat each of the ED Loan
REMIC, REMIC I and REMIC II as a REMIC under the Code and, if necessary, under
applicable state law. Such election will be made on Form 1066 or other
appropriate federal or state Tax Returns for the taxable year ending December
31, 2002, in the case of REMIC I and REMIC II and December 31, 2001 in the case
of the ED Loan REMIC.

            (b) The REMIC I Regular Interests and the Regular Certificates are
hereby designated as "regular interests" (within the meaning of Section
860G(a)(1) of the Code) in REMIC I and REMIC II, respectively. The Class R-I
Certificates are hereby designated as the single class of "residual interests"
(within the meaning of Section 860G(a)(2) of the Code) in REMIC I, and the Class
R-II Certificates are hereby designated as the single class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code) in REMIC II.
The ED Loan shall constitute the sole asset of the ED Loan REMIC, and the ED
Loan REMIC Regular Interest and ED Loan REMIC Residual Interest shall be the
"regular interests" and the "residual interests" in the ED Loan REMIC as set
forth within the ED Loan REMIC Declaration. The ED Loan REMIC Regular Interest
(instead of the related Mortgage Loan) will be an asset of REMIC I, and the
Class R-I Certificates shall represent beneficial ownership of the ED Loan REMIC
Residual Interest. None of the Master Servicer, the Special Servicer or the
Trustee shall (to the extent within its control) permit the creation of any
other "interests" in the ED Loan REMIC, 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
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 Distribution Date
in April 2034. The "startup day" of the ED Loan REMIC shall be June 25, 2001 and
the "latest possible maturity date" of the ED Loan REMIC Regular Interest for
purposes of the REMIC Provisions shall be the Maturity Date of the ED Loan, as
provided in the ED Loan REMIC Declaration.

            (d) The related Plurality Residual Certificateholder as to the
applicable taxable year is hereby designated as the Tax Matters Person of the ED
Loan REMIC, REMIC I and REMIC II, and shall act on behalf of the related REMIC
in relation to any tax matter or controversy and shall represent the related
REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority; provided that the REMIC
Administrator is hereby irrevocably appointed to act and shall act as agent and
attorney-in-fact for the Tax Matters Person for the ED Loan REMIC, 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
(i) and (j) below, the REMIC Administrator shall pay out of its own funds any
and all routine tax administration expenses of the Trust Fund incurred with
respect to the ED Loan REMIC, REMIC I and REMIC II (but not including any
professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to the Trust Fund that involve the Internal
Revenue Service or state tax authorities, which extraordinary expenses shall be
payable or reimbursable to the Trustee from the Trust Fund unless otherwise
provided in Section 10.01(g) or 10.01(h)).

            (f) Within 30 days after the Closing Date, the REMIC Administrator
shall obtain taxpayer identification numbers for the ED Loan REMIC (if not
previously obtained), REMIC I and REMIC II by preparing and filing Internal
Revenue Service Forms SS-4 and shall prepare and file (if not previously
prepared and filed) with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the Trust Fund. In addition, the REMIC
Administrator shall prepare, cause the Trustee to sign and file all of the other
Tax Returns in respect of the ED Loan REMIC, REMIC I and REMIC II. The expenses
of preparing and filing such returns shall be borne by the REMIC Administrator
without any right of reimbursement therefor. The other parties hereto shall
provide on a timely basis to the REMIC Administrator or its designee such
information with respect to the ED Loan REMIC, REMIC I and REMIC II as is in its
possession and reasonably requested by the REMIC Administrator to enable it to
perform its obligations under this Article. Without limiting the generality of
the foregoing, the Depositor, within ten days following the REMIC
Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, as to the valuations and issue prices of the
Certificates, and the REMIC Administrator's duty to perform its reporting and
other tax compliance obligations under this Article X shall be subject to the
condition that it receives from the Depositor such information possessed by the
Depositor that is necessary to permit the REMIC Administrator to perform such
obligations.

            (g) The REMIC Administrator shall perform on behalf of the ED Loan
REMIC, REMIC I and REMIC II all reporting and other tax compliance duties that
are the responsibility of each such REMIC under the Code, the REMIC Provisions
or other compliance guidance issued by the Internal Revenue Service or, with
respect to State and Local Taxes, any state or local taxing authority. Included
among such duties, the REMIC Administrator shall provide to: (i) any Transferor
of a Residual Certificate or agent of a Non-Permitted Transferee, such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Person who is not a Permitted
Transferee; (ii) the Certificateholders, such information or reports as are
required by the Code or the REMIC Provisions, including, without limitation,
reports relating to interest, original issue discount and market discount or
premium (using the Prepayment Assumption as required hereunder); and (iii) the
Internal Revenue Service, the name, title, address and telephone number of the
Person who will serve as the representative of the ED Loan REMIC, REMIC I and
REMIC II.

            (h) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of the ED Loan REMIC, 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 the ED Loan REMIC, 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 the ED Loan REMIC, REMIC I or REMIC II
as a REMIC, or (ii) except as provided in Section 3.17(a), result in the
imposition of a tax upon the ED Loan REMIC, REMIC I or REMIC II (including, but
not limited to, the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code or the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code (any such endangerment or imposition or, except as
provided in Section 3.17(a), imposition of a tax, an "Adverse REMIC Event")),
unless the REMIC Administrator has obtained or received an Opinion of Counsel
(at the expense of the party requesting such action or at the expense of the
Trust Fund if the REMIC Administrator seeks to take such action or to refrain
from acting for the benefit of the Certificateholders) to the effect that the
contemplated action will not result in an Adverse REMIC Event. The REMIC
Administrator shall not take any action or fail to take any action (whether or
not authorized hereunder) as to which the Master Servicer or the Special
Servicer has advised it in writing that either the Master Servicer or the
Special Servicer has received or obtained an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the ED Loan REMIC, REMIC I
or REMIC II, or causing the ED Loan REMIC, REMIC I or REMIC II to take any
action that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the REMIC
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur. Neither the Master Servicer nor the
Special Servicer shall take any such action or cause the ED Loan REMIC, REMIC I
or REMIC II to take any such action as to which the REMIC Administrator has
advised it in writing that an Adverse REMIC Event could occur, and neither the
Master Servicer nor the Special Servicer shall have any liability hereunder for
any action taken by it in accordance with the written instructions of the REMIC
Administrator. The REMIC Administrator may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not expressly permitted by this Agreement, but in no event at the
cost or expense of the Trust Fund, the Trustee or the REMIC Administrator. At
all times as may be required by the Code, the REMIC Administrator shall make
reasonable efforts to ensure that substantially all of the assets of the ED Loan
REMIC, REMIC I and REMIC II will consist of "qualified mortgages" as defined in
Section 860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.

            (i) If any tax is imposed on the ED Loan REMIC, REMIC I or REMIC II,
including, without limitation, "prohibited transactions" taxes as defined in
Section 860F(a)(2) of the Code, any tax on "net income from foreclosure
property" as defined in Section 860G(c) of the Code, any taxes on contributions
to the ED Loan REMIC, REMIC I or REMIC II after the Startup Day pursuant to
Section 860G(d) of the Code, and any other tax imposed by the Code or any
applicable provisions of State or Local Tax laws (other than any tax permitted
to be incurred by the Special Servicer pursuant to Section 3.17(a)), such tax,
together with all incidental costs and expenses (including, without limitation,
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the REMIC Administrator, if such tax arises out of or results from a breach by
the REMIC Administrator of any of its obligations under this Article X provided
that no liability shall be imposed upon the REMIC Administrator under this
Clause if another party has responsibility for payment of such tax under Clauses
(iii) or (v) of this Section; (ii) the Special Servicer, if such tax arises out
of or results from a breach by the Special Servicer of any of its obligations
under Article III or this Article X; (iii) the Master Servicer, if such tax
arises out of or results from a breach by the Master Servicer of any of its
obligations under Article III or this Article X; (iv) the Trustee if such tax
arises out of or results from a breach by the Trustee of any of its respective
obligations under Article IV, Article VIII or this Article X; (v) the applicable
Mortgage Loan Seller, if such tax was imposed due to the fact that any of the
Mortgage Loans did not, at the time of their transfer to the ED Loan REMIC or
REMIC I, as applicable, constitute a "qualified mortgage" as defined in Section
860G(a)(3) of the Code; or (vi) the Trust Fund, excluding the portion thereof
constituting the Grantor Trust, in all other instances. Any tax permitted to be
incurred by the Special Servicer pursuant to Section 3.17(a) shall be charged to
and paid by the Trust Fund. Any such amounts payable by the Trust Fund shall be
paid by the Paying Agent upon the written direction of the REMIC Administrator
out of amounts on deposit in the Distribution Account in reduction of the
Available Distribution Amount pursuant to Section 3.05(b).

            (j) The REMIC Administrator shall, for federal income tax purposes,
maintain books and records with respect to the ED Loan REMIC, 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 the
ED Loan REMIC, REMIC I or REMIC II unless it shall have received an Opinion of
Counsel (at the expense of the party seeking to cause such contribution and in
no event at the expense of the Trust Fund or the Trustee) to the effect that the
inclusion of such assets in such REMIC will not cause: (i) such REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding; or (ii)
the imposition of any tax on such REMIC under the REMIC Provisions or other
applicable provisions of federal, state and local law or ordinances.

            (l) None of the Trustee, the Master Servicer or the Special Servicer
shall consent to or, to the extent it is within the control of such Person,
permit: (i) the sale or disposition of any of the Mortgage Loans (except in
connection with (A) the default or foreclosure of a Mortgage Loan, including,
but not limited to, the sale or other disposition of a Mortgaged Property
acquired by deed in lieu of foreclosure, (B) the bankruptcy of the ED Loan
REMIC, REMIC I or REMIC II, (C) the termination of the ED Loan REMIC, REMIC I
and REMIC II pursuant to Article IX of this Agreement, or (D) a purchase of
Mortgage Loans pursuant to or as contemplated by Article II or III of this
Agreement); (ii) the sale or disposition of any investments in the Certificate
Account, the Distribution Account or the REO Account for gain; or (iii) the
acquisition of any assets on behalf of the ED Loan REMIC, REMIC I or REMIC II
(other than (1) a Mortgaged Property acquired through foreclosure, deed in lieu
of foreclosure or otherwise in respect of a Defaulted Mortgage Loan, (2) a
Qualified Substitute Mortgage Loan pursuant to Article II hereof and (3)
Permitted Investments acquired in connection with the investment of funds in the
Certificate Account, the Distribution Account or the REO Account); in any event
unless it has received an Opinion of Counsel (at the expense of the party
seeking to cause such sale, disposition, or acquisition but in no event at the
expense of the Trust Fund or the Trustee) to the effect that such sale,
disposition, or acquisition will not cause: (x) the ED Loan REMIC, REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any Certificates are
outstanding; or (y) the imposition of any tax on the ED Loan REMIC, REMIC I or
REMIC II under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

            (m) Except as permitted by Section 3.17(a), none of the Trustee, the
Master Servicer and the Special Servicer shall enter into any arrangement by
which the ED Loan REMIC, REMIC I or REMIC II will receive a fee or other
compensation for services nor permit the ED Loan REMIC, REMIC I or REMIC II to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

            (n) The REMIC Administrator shall administer the ED Loan REMIC in
accordance with the ED Loan REMIC Declaration and the REMIC Provisions and shall
comply with and perform all federal and, if applicable, state and local income
tax return and information reporting requirements with respect to the ED Loan
REMIC, and shall otherwise administer the ED Loan REMIC in the same manner as
specified for REMIC I and REMIC II in this Section 10.01. The ED Loan shall be
serviced and administered in accordance with the provisions of Article III
hereof and the ED Loan REMIC Declaration. The REMIC Administrator shall maintain
separate accounting with respect to the ED Loan REMIC sufficient (i) to comply
with such return and information reporting requirements, including quarterly and
annual reporting on Schedule Q to Form 1066 to the holders of the Class R-I
Certificates with respect to the ED Loan REMIC Residual Interests, (ii) to
account for the ED Loan REMIC Regular Interest as an asset of REMIC I, (iii) to
pay or cause to be paid any federal, state or local income tax attributable to
the ED Loan REMIC from payments received on or with respect to the related
Mortgage Loans, and (iv) to cause any payments on the ED Loan in excess of
amounts distributable in respect of the ED Loan REMIC Regular Interest to be
distributed in respect of the ED Loan REMIC Residual Interest.

            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 ED Loan REMIC Residual Interest, Additional Interest, the Additional
Interest Account and amounts held from time to time in the Additional Interest
Account that represent Additional Interest as separate assets of the Grantor
Trust, and not of the ED Loan REMIC, REMIC I or REMIC II, as permitted by
Treasury Regulations Section 1.860G-2(i)(1). The Class R-I Certificates are
hereby designated as representing an undivided, beneficial interest in the ED
Loan REMIC Residual Interest and amounts in the Distribution Account
distributable thereon. The Class Z-I Certificates are hereby designated as
representing an undivided beneficial interest in Additional Interest payable on
Wachovia Mortgage Loans and proceeds thereof. The Class Z-II Certificates are
hereby designated as representing an undivided beneficial interest in Additional
Interest payable on Greenwich Mortgage Loans and proceeds thereof. The Class
Z-III Certificates are hereby designated as representing an undivided beneficial
interest in Additional Interest payable on Nomura Mortgage Loans and proceeds
thereof.

            (b) The REMIC Administrator shall pay out of its own funds any and
all routine tax administration expenses of the Trust Fund incurred with respect
to the Grantor Trust (but not including any professional fees or expenses
related to audits or any administrative or judicial proceedings with respect to
the Trust Fund that involve the Internal Revenue Service or state tax
authorities which extraordinary expenses shall be payable or reimbursable to the
REMIC Administrator from the Trust Fund unless otherwise provided in Section
10.02(e) or 10.02(f)).

            (c) The REMIC Administrator shall prepare, cause the Trustee to sign
and file when due all of the Tax Returns in respect of the Grantor Trust. The
expenses of preparing and filing such returns shall be borne by the REMIC
Administrator without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the REMIC Administrator or its
designee such information with respect to the Grantor Trust as is in its
possession and reasonably requested by the REMIC Administrator to enable it to
perform its obligations under this Section 10.02. Without limiting the
generality of the foregoing, the Depositor, within ten days following the REMIC
Administrator's request therefor, shall provide in writing to the REMIC
Administrator such information as is reasonably requested by the REMIC
Administrator for tax purposes, and the REMIC Administrator's duty to perform
its reporting and other tax compliance obligations under this Section 10.02
shall be subject to the condition that it receives from the Depositor such
information possessed by the Depositor that is necessary to permit the REMIC
Administrator to perform such obligations.

            (d) The REMIC Administrator shall furnish or cause to be furnished
(i) to the Class Z-I, Class Z-II and Class Z-III 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 and (ii) to
the Class R-I Certificateholders Schedule Q to Form 1066 with respect to the ED
Loan REMIC Residual Interest, at the time and in the manner required under the
Code, and shall perform on behalf of the Grantor Trust all reporting and other
tax compliance duties that are required in respect thereof under the Code, the
Grantor Trust Provisions or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority.

            (e) The REMIC Administrator shall perform its duties hereunder so as
to maintain the status of the Grantor Trust as a grantor trust under the Grantor
Trust Provisions (and the Trustee, the Master Servicer and the Special Servicer
shall assist the REMIC Administrator to the extent reasonably requested by the
REMIC Administrator and to the extent of information within the Trustee's, the
Master Servicer's or the Special Servicer's possession or control). None of the
REMIC Administrator, Master Servicer, the Special Servicer or the Trustee shall
knowingly take (or cause the Grantor Trust to take) any action or fail to take
(or fail to cause to be taken) any action that, under the Grantor Trust
Provisions, if taken or not taken, as the case may be, could endanger the status
of the Grantor Trust as a grantor trust under the Grantor Trust Provisions (any
such endangerment of grantor trust status, an "Adverse Grantor Trust Event"),
unless the REMIC Administrator has obtained or received an Opinion of Counsel
(at the expense of the party requesting such action or at the expense of the
Trust Fund if the REMIC Administrator seeks to take such action or to refrain
from taking any action for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the REMIC Administrator
has advised it in writing that the REMIC Administrator has received or obtained
an Opinion of Counsel to the effect that an Adverse Grantor Trust Event could
result from such action or failure to act. In addition, prior to taking any
action with respect to the Grantor Trust, or causing the Trust Fund to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the REMIC
Administrator or its designee, in writing, with respect to whether such action
could cause an Adverse Grantor Trust Event to occur. Neither the Master Servicer
nor the Special Servicer shall have any liability hereunder for any action taken
by it in accordance with the written instructions of the REMIC Administrator.
The REMIC Administrator may consult with counsel to make such written advice,
and the cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the cost or expense of
the Trust Fund, the REMIC Administrator or the Trustee. Under no circumstances
may the REMIC Administrator vary the assets of the Grantor Trust so as to take
advantage of variations in the market so as to improve the rate of return of
Holders of the Class Z-I, Class Z-II and Class Z-III Certificates or the Class
R-I Certificates.

            (f) If any tax is imposed on the Grantor Trust, such tax, together
with all incidental costs and expenses (including, without limitation, penalties
and reasonable attorneys' fees), shall be charged to and paid by: (i) the REMIC
Administrator, if such tax arises out of or results from a breach by the REMIC
Administrator of any of its obligations under this Section 10.02; (ii) the
Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.02; (iii) the Master Servicer, if such tax arises out of or results from a
breach by the Master Servicer of any of its obligations under Article III or
this Section 10.02; (iv) the Trustee if such tax arises out of or results from a
breach by the Trustee of any of its obligations under Article IV, Article VIII
or this Section 10.02; or (v) the portion of the Trust Fund constituting the
Grantor Trust in all other instances.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            SECTION 11.01 Amendment.

            (a) This Agreement may be amended from time to time by the mutual
agreement of the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders or Companion
Holders, (i) to cure any ambiguity, (ii) to correct, modify or supplement any
provision herein which may be inconsistent with any other provision herein,
(iii) to add any other provisions with respect to matters or questions arising
hereunder which shall not be inconsistent with the provisions hereof, (iv) to
relax or eliminate any requirement hereunder imposed by the REMIC Provisions if
the REMIC Provisions are amended or clarified such that any such requirement may
be relaxed or eliminated, or (v) if such amendment, as evidenced by an Opinion
of Counsel (at the expense of the Trust Fund, in the case of any amendment
requested by the Master Servicer or Special Servicer that protects or is in
furtherance of the interests of the Certificateholders, and otherwise at the
expense of the party seeking such amendment) delivered to the Master Servicer,
the Special Servicer and the Trustee, is advisable or reasonably necessary to
comply with any requirements imposed by the Code or any successor or amendatory
statute or any temporary or final regulation, revenue ruling, revenue procedure
or other written official announcement or interpretation relating to federal
income tax laws or any such proposed action which, if made effective, would
apply retroactively to the ED Loan REMIC, REMIC I or REMIC II created hereunder
at least from the effective date of such amendment, or would be necessary to
avoid the occurrence of a prohibited transaction or to reduce the incidence of
any tax that would arise from any actions taken with respect to the operation of
any such REMIC; provided that such action (except any amendment described in
clause (v) above) shall not, as evidenced by an Opinion of Counsel (at the
expense of the Trust Fund, in the case of any amendment requested by the Master
Servicer or Special Servicer that protects or is in furtherance of the interests
of the Certificateholders, and otherwise at the expense of the party seeking
such amendment) obtained by or delivered to the Master Servicer, the Special
Servicer and the Trustee, adversely affect in any material respect the interests
of any Certificateholder; and provided, further, that the Master Servicer, the
Special Servicer and the Trustee shall have first obtained from each Rating
Agency written confirmation that such amendment will not result in the
qualification, downgrade or withdrawal of the rating on any Class of
Certificates.

            (b) This Agreement may also be amended from time to time by the
agreement of the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates entitled to at least 51%
of the Voting Rights allocated to the affected Classes for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received or advanced on
Mortgage Loans that are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, or which are required to be
distributed to a Companion Holder, without the consent of such Companion Holder,
(ii) as evidenced by an Opinion of Counsel obtained by or delivered to the
Master Servicer, the Special Servicer and the Trustee, adversely affect in any
material respect the interests of the Holders of any Class of Certificates or
the interests of a Companion Holder in a manner other than as described in (i)
without the consent of the Holders of all Certificates of such Class or the
consent of such Companion Holder, as the case may be, (iii) modify the
provisions of this Section 11.01 without the consent of the Holders of all
Certificates then outstanding and the consent of all Companion Holders, (iv)
modify the provisions of Section 3.20 or the definition of Servicing Standard
without the consent of the Holders of Certificates entitled to all of the Voting
Rights and the consent of all Companion Holders or (v) modify the specified
percentage of Voting Rights which are required to be held by Certificateholders
to consent or not to object to any particular action pursuant to any provision
of this Agreement without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01,
Certificates registered in the name of the Depositor or any Affiliate of the
Depositor shall be entitled to the same Voting Rights with respect to matters
described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing
duties with respect to any of the Mortgage Loans.

            (c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
first have obtained or been furnished with an Opinion of Counsel (at the expense
of the Trust Fund, in the case of any amendment requested by the Master Servicer
or Special Servicer that protects or is in furtherance of the interests of the
Certificateholders, and, otherwise, at the expense of the party seeking such
amendment) to the effect that (i) such amendment or the exercise of any power
granted to the Trustee, the Master Servicer or the Special Servicer in
accordance with such amendment will not result in the imposition of a tax on the
ED Loan REMIC, REMIC I or REMIC II pursuant to the REMIC Provisions or on the
Grantor Trust or cause the ED Loan REMIC, REMIC I or REMIC II to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust at any
time that any Certificates are outstanding and (ii) such amendment complies with
the provisions of this Section 11.01.

            (d) Promptly after the execution of any such amendment, the Trustee
shall send a copy thereof to each Certificateholder and Companion Holder.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            (f) Each of the Master Servicer, the Special Servicer and the
Trustee may but shall not be obligated to enter into any amendment pursuant to
this Section that affects its rights, duties and immunities under this Agreement
or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a), (b) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer, the Special Servicer or the
Trustee requests any amendment of this Agreement that protects or is in
furtherance of the rights and interests of Certificateholders, the cost of any
Opinion of Counsel required in connection therewith pursuant to Section 11.01(a)
or (c) shall be payable out of the Certificate Account or the Distribution
Account pursuant to Sections 3.05 and 4.01.

            SECTION 11.02 Recordation of Agreement; Counterparts.

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Trust Fund, but only upon
direction accompanied by an Opinion of Counsel (the cost of which may be paid
out of the Certificate Account pursuant to Section 3.05(a)) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders; provided, however, that the Trustee shall have no obligation
or responsibility to determine whether any such recordation of this Agreement is
required.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

            SECTION 11.03 Limitation on Rights of Certificateholders.

            (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

            (b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

            (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates entitled to at least 25% of the Voting
Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

            SECTION 11.04 Governing Law.

            This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

            SECTION 11.05 Notices.

            Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to: (i) in the case of the Depositor, Wachovia
Commercial Mortgage Securities, Inc., 301 South College Street, Charlotte, North
Carolina 28288, Attention: William J. Cohane, Director, facsimile number:
704-383-7639; (ii) in the case of the Master Servicer, Wachovia Bank, National
Association, NC 1075, 8739 Research Drive URP4, Charlotte, North Carolina
28262-1075, Attention: Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2002-C1, facsimile number:
704-593-7735; (iii) in the case of the Special Servicer, Lennar Partners, Inc.,
760 NW 107th Avenue, Miami, Florida 33172, Attention: Wachovia Bank Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2002-C1,
facsimile number: 305-226-3428; (iv) in the case of the Trustee, Wells Fargo
Bank Minnesota, N.A., Corporate Trust Department, 9062 Old Annapolis Road,
Columbia, Maryland 21045-1951, Attention: Corporate Trust Services (CMBS)
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2002-C1, facsimile number: 410-715-4380; (v) in the case of
the Underwriters to each of First Union Securities, Inc., 301 South College
Street, Charlotte, North Carolina 28288-1075, Attention: Mr. William J. Cohane,
facsimile number: 704-383-7639, Greenwich Capital Markets Inc., 600 Steamboat
Road, Greenwich, Connecticut 06830, Attention: Paul Stevelman, Esq., Andy Snow
and Philip Holmes, facsimile number: 203-618-2052, and Nomura Securities
International, Inc., 2 World Financial Center, Building B, New York, New York
10281-1198, Attention: Legal Dept.; (vi) in the case of the Rating Agencies, (A)
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
facsimile number 212-553-0300; and (B) S&P Ratings Services, 55 Water Street,
New York, New York 10041-0003 Attention: CMBS Surveillance Group, facsimile
number 212-438-2662 and (vii) in the case of the CityPlace Companion Holder,
Greenwich Capital Markets Inc., 600 Steamboat Road, Greenwich, Connecticut
06830, Attention: : Paul Stevelman, Esq., Andy Snow and Philip Holmes, facsimile
number: 203-618-2052, or as to each such Person such other address as may
hereafter be furnished by such Person to the parties hereto in writing. Any
communication required or permitted to be delivered to a Certificateholder shall
be deemed to have been duly given when mailed first class, postage prepaid, to
the address of such Holder as shown in the Certificate Register.

            SECTION 11.06 Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            SECTION 11.07 Grant of a Security Interest.

            The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, the Depositor shall be deemed to have granted to the
Trustee (in such capacity) a first priority security interest in the Depositor's
entire right, title and interest in and to the assets constituting the Trust
Fund.

            SECTION 11.08 Streit Act.

            Any provisions required to be contained in this Agreement by Section
126 of Article 4-A of the New York Real Property Law are hereby incorporated
herein, and such provisions shall be in addition to those conferred or imposed
by this Agreement; provided, however, that to the extent that such Section 126
shall not have any effect, and if said Section 126 should at any time be
repealed or cease to apply to this Agreement or be construed by judicial
decision to be inapplicable, said Section 126 shall cease to have any further
effect upon the provisions of this Agreement. In case of a conflict between the
provisions of this Agreement and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail, provided that if said Article 4-A shall not apply to this Agreement,
should at any time be repealed, or cease to apply to this Agreement or be
construed by judicial decision to be inapplicable, such mandatory provisions of
such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.

            SECTION 11.09 Successors and Assigns; Beneficiaries.

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. This
Agreement may not be amended in any manner that would adversely affect the
rights of any third party beneficiary hereof without its consent. No other
person, including, without limitation, any Mortgagor, shall be entitled to any
benefit or equitable right, remedy or claim under this Agreement.

            SECTION 11.10 Article and Section Headings.

            The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

            SECTION 11.11 Notices to Rating Agencies.

            (a) The Trustee shall promptly provide notice to each Rating Agency
and the Controlling Class Representative with respect to each of the following
of which it has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation or termination of the Trustee, the Master
      Servicer or the Special Servicer;

            (iv) the repurchase of Mortgage Loans by either of the Mortgage Loan
      Sellers pursuant to the Wachovia Mortgage Loan Purchase Agreement, the
      Artesia Mortgage Loan Purchase Agreement, the Greenwich Mortgage Loan
      Purchase Agreement or the Nomura Mortgage Loan Purchase Agreement;

            (v) any change in the location of the Distribution Account;

            (vi) the final payment to any Class of Certificateholders; and

            (vii) any sale or disposition of any Mortgage Loan or REO Property.

            (b) The Master Servicer shall promptly provide notice to each Rating
Agency with respect to each of the following of which it has actual knowledge:

            (i) the resignation or removal of the Trustee; and

            (ii) any change in the location of the Certificate Account.

            (c) The Special Servicer shall furnish each Rating Agency and the
Controlling Class Representative with respect to a non-performing or Defaulted
Mortgage Loan such information as the Rating Agency or Controlling Class
Representative shall reasonably request and which the Special Servicer can
reasonably provide in accordance with applicable law.

            (d) To the extent applicable, each of the Master Servicer and the
Special Servicer shall promptly furnish to each Rating Agency copies of the
following items:

            (i) each of its annual statements as to compliance described in
      Section 3.13;

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

            (iii) any Officers' Certificate delivered to the Trustee pursuant to
      Section 4.03(c) or 3.08; and

            (iv) each of the reports described in Section 3.12(a) and the
      statements and reports described in Sections 3.12(b), 3.12(c) and 3.12(d).

            (e) The Trustee shall (i) make available to each Rating Agency and
the Controlling Class Representative, upon reasonable notice, the items
described in Section 3.15(a) and (ii) promptly deliver to each Rating Agency and
the Controlling Class Representative a copy of any notices given pursuant to
Section 7.03(a) or Section 7.03(b).

            (f) Each of the Trustee, the Master Servicer and the Special
Servicer shall provide to each Rating Agency such other information with respect
to the Mortgage Loans and the Certificates, to the extent such party possesses
such information, as such Rating Agency shall reasonably request.

            (g) Notwithstanding any provision herein to the contrary each of the
Master Servicer, the Special Servicer or the Trustee shall deliver to any
Underwriter any report prepared by such party hereunder upon request.

            SECTION 11.12 Complete Agreement.

            This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.


                                        WACHOVIA COMMERCIAL
                                           MORTGAGE SECURITIES, INC.,
                                           Depositor


                                        By: /s/ William J. Cohane
                                           --------------------------------
                                           Name:  William J. Cohane
                                           Title: Vice President



                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                           Master Servicer


                                        By: /s/ Scott R. Rossbach
                                           --------------------------------
                                           Name:  Scott R. Rossbach
                                           Title: Asst. Vice President



                                        LENNAR PARTNERS, INC.,
                                           Special Servicer


                                        By: /s/ Shelley L. Rubin
                                           --------------------------------
                                           Name:  Shelley L. Rubin
                                           Title: Vice President



                                        WELLS FARGO BANK MINNESOTA, N.A.,
                                           Trustee


                                        By: /s/ Deborah Daniels
                                           --------------------------------
                                           Name:  Deborah Daniels
                                           Title: Vice President
<PAGE>

                                   EXHIBIT A-1

                          FORM OF CLASS A-1 CERTIFICATE

             CLASS A-1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class
                                         A-1 Certificates as of the Closing
Date of Pooling and Servicing            Date: $[__]
Agreement: as of [______]
                                         Initial Certificate Principal Balance
Closing Date: [_____]                    of this Class A-1 Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [______]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [___________] OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN
INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O 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 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 [________] is the registered owner of the
Percentage Interest evidenced by this Class A-1 Certificate (obtained by
dividing the principal amount of this Class A-1 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-1 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc. (herein called the
"Special Servicer", which term includes any successor entity under the
Agreement), and Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class A-1 Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class A-1 Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-1 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-1
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-2

                          FORM OF CLASS A-2 CERTIFICATE

             CLASS A-2 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class
                                         A-2 Certificates as of the Closing
Date of Pooling and Servicing            Date: $[__]
Agreement: as of [____]
                                         Initial Certificate Principal Balance
Closing Date: [_____]                    of this Class A-2 Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [____]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O 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 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 [________] is the registered owner of the
Percentage Interest evidenced by this Class A-2 Certificate (obtained by
dividing the principal amount of this Class A-2 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-2 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc. (herein called the
"Special Servicer", which term includes any successor entity under the
Agreement), and Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class A-2 Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class A-2 Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-2 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-2
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-3

                          FORM OF CLASS A-3 CERTIFICATE

             CLASS A-3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class
                                         A-3 Certificates as of the Closing
Date of Pooling and Servicing            Date: $[__]
Agreement: as of [____]
                                         Initial Certificate Principal Balance
Closing Date: [___]                      of this Class A-3 Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [____]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O 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 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 [________] is the registered owner of the
Percentage Interest evidenced by this Class A-3 Certificate (obtained by
dividing the principal amount of this Class A-3 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-3 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-3 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc. (herein called the
"Special Servicer", which term includes any successor entity under the
Agreement), and Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class A-3 Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class A-3 Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-3 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-3
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-4

                          FORM OF CLASS A-4 CERTIFICATE

             CLASS A-4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class
                                         A-4 Certificates as of the Closing
Date of Pooling and Servicing            Date: $[__]
Agreement: as of [____]
                                         Initial Certificate Principal Balance
Closing Date: [___]                      of this Class A-4 Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [____]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O 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 AND THE
CLASS A-3 CERTIFICATES MAY BE REDUCED BY CERTAIN LOSSES AND EXPENSES EXPERIENCED
BY THE TRUST FUND AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

            This certifies that [________] is the registered owner of the
Percentage Interest evidenced by this Class A-4 Certificate (obtained by
dividing the principal amount of this Class A-4 Certificate (its "Certificate
Principal Balance") as of the Closing Date by the aggregate principal amount of
all the Class A-4 Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest evidenced by all the
Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc. (herein called the
"Special Servicer", which term includes any successor entity under the
Agreement), and Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class A-4 Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class A-4 Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class A-4 Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class A-4
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-5

                         FORM OF CLASS IO-I CERTIFICATE

            CLASS IO-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]                  Aggregate Certificate Notional Amount
                                         of all Class IO-I Certificates as of
Date of Pooling and Servicing            the Closing Date: $[__]
Agreement: as of [__]
                                         Certificate Notional Amount of this
Closing Date: [____]                     Class IO-I Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [____]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO-I
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 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 [________] is the registered owner of the
Percentage Interest evidenced by this Class IO-I Certificate in that certain
beneficial ownership interest evidenced by all the Class IO-I Certificates in
the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class IO-I Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class IO-I Certificates for each Distribution Date is as
provided in the Agreement. All distributions made under the Agreement on the
Class IO-I Certificates will be made by Wells Fargo Bank Minnesota, N.A., as
paying agent (the "Paying Agent"), by wire transfer of immediately available
funds to the account of the Person entitled thereto at a bank or other entity
having appropriate facilities therefor, if such Certificateholder shall have
provided the Paying Agent with wiring instructions no less than five Business
Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions), or
otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to the Holder hereof of
such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class IO-I Certificates
is the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            The Class IO-I Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class IO-I Certificates are exchangeable for new Class IO-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 IO-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 IO-I Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class IO-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 IO-I
Certificate without registration or qualification. Any Class IO-I
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class IO-I Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class IO-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
IO-I Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class IO-I
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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

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


                                        By:____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-6

                         FORM OF CLASS IO-II CERTIFICATE

            CLASS IO-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]                  Aggregate Certificate Notional Amount
                                         of all Class IO-II Certificates as of
Date of Pooling and Servicing            the Closing Date: $[__]
Agreement: as of [__]
                                         Certificate Notional Amount of this
Closing Date: [_____]                    Class IO-II Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [_____]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF INTEREST ONLY ON A NOTIONAL AMOUNT AS SET FORTH IN THE
AGREEMENT.

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

BECAUSE THE COMPONENTS COMPRISING THE NOTIONAL AMOUNT OF THE CLASS IO-II
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 [________] is the registered owner of the
Percentage Interest evidenced by this Class IO-II Certificate in that certain
beneficial ownership interest evidenced by all the Class IO-II Certificates in
the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wachovia Commercial Mortgage
Securities, Inc. (herein called the "Depositor", which term includes any
successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class IO-II Certificates on the applicable
Distribution Date pursuant to the Agreement. The Pass-Through Rate applicable to
each Component of the Class IO-II Certificates for each Distribution Date will
be as provided in the Agreement. All distributions made under the Agreement on
the Class IO-II Certificates will be made by Wells Fargo Bank Minnesota, N.A.,
as paying agent (the "Paying Agent"), by wire transfer of immediately available
funds to the account of the Person entitled thereto at a bank or other entity
having appropriate facilities therefor, if such Certificateholder shall have
provided the Paying Agent with wiring instructions no less than five Business
Days prior to the related Record Date (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions), or
otherwise by check mailed to the address of such Certificateholder as it appears
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to the Holder hereof of
such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class IO-II
Certificates is the calendar month preceding the month in which such
Distribution Date occurs and is assumed to consist of 30 days.

            The Class IO-II Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class IO-II Certificates are exchangeable for new Class IO-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 IO-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 IO-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class IO-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 IO-II
Certificate without registration or qualification. Any Class IO-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class IO-II Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class IO-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
IO-II Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class IO-II
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________

                                        ________________________________________
                                         Signature by or on behalf of Assignor

                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-7

                           FORM OF CLASS B CERTIFICATE

              CLASS B COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class B
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [__]
                                         Initial Certificate Principal Balance
Closing Date: [____]                     of this Class B Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [____]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES AND THE CLASS IO-II CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES AND THE CLASS A-4
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS C, CLASS
D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS
N AND CLASS O 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 [________] is the registered owner of the
Percentage Interest evidenced by this Class B Certificate (obtained by dividing
the principal amount of this Class B Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class B Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class B Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class B Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with 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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class B
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________

                                        ________________________________________
                                         Signature by or on behalf of Assignor

                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-8

                           FORM OF CLASS C CERTIFICATE

              CLASS C COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class C
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [__]
                                         Initial Certificate Principal Balance
Closing Date: [___]                      of this Class C Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [___]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES, THE CLASS IO-II CERTIFICATES AND THE CLASS B CERTIFICATES OF
THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES AND THE CLASS B CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O 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 [________] is the registered owner of the
Percentage Interest evidenced by this Class C Certificate (obtained by dividing
the principal amount of this Class C Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class C Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class C
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class C Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class C Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with 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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class C
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________

                                        ________________________________________
                                         Signature by or on behalf of Assignor

                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                   EXHIBIT A-9

                           FORM OF CLASS D CERTIFICATE

              CLASS D COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class D
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [__]
                                         Initial Certificate Principal Balance
Closing Date: [__]                       of this Class D Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [___]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES, THE CLASS IO-II CERTIFICATES, THE CLASS B CERTIFICATES AND
THE CLASS C CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES AND THE CLASS C CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS E, CLASS F, CLASS G, CLASS
H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O 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 [________] is the registered owner of the
Percentage Interest evidenced by this Class D Certificate (obtained by dividing
the principal amount of this Class D Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class D Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class D
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class D Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class D Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with 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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, Special Servicer or
the Majority Subordinate Certificateholder at a price determined as provided in
the Agreement of all Mortgage Loans and each REO Property remaining in the Trust
Fund. The Agreement permits, but does not require, the Master Servicer, the
Special Servicer or the Majority Subordinate Certificateholder to purchase from
the Trust Fund all Mortgage Loans and each REO Property remaining therein. The
exercise of such right will effect early retirement of the Class D Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 2.6% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-10

                           FORM OF CLASS E CERTIFICATE

              CLASS E COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class E
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [____]
                                         Initial Certificate Principal Balance
Closing Date: [____]                     of this Class E Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [___]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES, THE CLASS IO-II CERTIFICATES, THE CLASS B CERTIFICATES, THE
CLASS C CERTIFICATES AND THE CLASS D CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES AND THE CLASS D
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS F, CLASS
G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, AND CLASS O
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 [________] is the registered owner of the
Percentage Interest evidenced by this Class E Certificate (obtained by dividing
the principal amount of this Class E Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class E Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class E
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class E Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class E Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class E Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class E Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class E
Certificates are exchangeable for new Class E Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class E Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of 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
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class 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 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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class E
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.
<PAGE>
            IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed.

Dated: [DATE]


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


                                        By:____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                 Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-11

                           FORM OF CLASS F CERTIFICATE

              CLASS F COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class F
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [____]
                                         Initial Certificate Principal Balance
Closing Date: [___]                      of this Class F Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [____]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES, THE CLASS IO-II CERTIFICATES, THE CLASS B CERTIFICATES, THE
CLASS C CERTIFICATES, THE CLASS D CERTIFICATES AND CLASS E CERTIFICATES OF THE
SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES AND CLASS E CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO,
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N AND CLASS O 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 [________] 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), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class F Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class F Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class F Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class F Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class F
Certificates are exchangeable for new Class F Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class F Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class F Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class F Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class F Certificate without
registration or qualification. Any Class F Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class F Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No 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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class F
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-12

                           FORM OF CLASS G CERTIFICATE

              CLASS G COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class G
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [___]
                                         Initial Certificate Principal Balance
Closing Date: [___]                      of this Class G Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [___]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES, THE CLASS IO-II CERTIFICATES, THE CLASS B CERTIFICATES, THE
CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES AND THE
CLASS F CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES AND THE CLASS F CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS H, CLASS J, CLASS K, CLASS
L, CLASS M, CLASS N AND CLASS O 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 [________] 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), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class G Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class G Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class G Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class G Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class G
Certificates are exchangeable for new Class G Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class G Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class G Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class G Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class G Certificate without
registration or qualification. Any Class G Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class G Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No 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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class G
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-13

                           FORM OF CLASS H CERTIFICATE

              CLASS H COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class H
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [____]
                                         Initial Certificate Principal Balance
Closing Date: [____]                     of this Class H Certificate as of the
                                         Closing Date: $[__]
First Distribution Date[__]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES, THE CLASS IO-II 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 ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED,
AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES AND THE CLASS G
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS J, CLASS
K, CLASS L, CLASS M, CLASS N, CLASS O 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 [________] 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), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class H Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class H Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class H Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class H Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class H
Certificates are exchangeable for new Class H Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class H Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class H Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class H Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class H Certificate without
registration or qualification. Any Class H Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class H Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No 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 [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class H
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-14

                           FORM OF CLASS J CERTIFICATE

              CLASS J COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class J
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [___]
                                         Initial Certificate Principal Balance
Closing Date: [___]                      of this Class J Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [__]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES, THE CLASS IO-II CERTIFICATES, THE CLASS B CERTIFICATES, THE
CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE
CLASS F CERTIFICATES, THE CLASS G CERTIFICATES AND THE CLASS H CERTIFICATES OF
THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED,
AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G
CERTIFICATES AND THE CLASS H CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O
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 [________] is the registered owner of the
Percentage Interest evidenced by this Class J Certificate (obtained by dividing
the principal amount of this Class J Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class J Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class J
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class J Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class J Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class J Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class J Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class J
Certificates are exchangeable for new Class J Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class J Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class J Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class J Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class J Certificate without
registration or qualification. Any Class J Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class J Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class J Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class J
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class J
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-15

                           FORM OF CLASS K CERTIFICATE

              CLASS K COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class K
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [___]
                                         Initial Certificate Principal Balance
Closing Date: [___]                      of this Class K Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [____]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES, THE CLASS IO-II CERTIFICATES, THE CLASS B CERTIFICATES, THE
CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE
CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES AND THE
CLASS J CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE, OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G
CERTIFICATES, THE CLASS H CERTIFICATES AND THE CLASS J CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS L, CLASS M, CLASS N AND
CLASS O 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 [________] is the registered owner of the
Percentage Interest evidenced by this Class K Certificate (obtained by dividing
the principal amount of this Class K Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class K Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class K Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class K Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class K Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class K Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class K
Certificates are exchangeable for new Class K Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class K Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class K Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class K Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class K Certificate without
registration or qualification. Any Class K Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class K Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class K Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class K
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class K
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-16

                           FORM OF CLASS L CERTIFICATE

              CLASS L COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class L
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [___]
                                         Initial Certificate Principal Balance
Closing Date: [___]                      of this Class L Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [___]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES, THE CLASS IO-II CERTIFICATES, THE CLASS B CERTIFICATES, THE
CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE
CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE
CLASS J CERTIFICATES AND THE CLASS K CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G
CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES AND THE CLASS K
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION
OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IN
ADDITION, IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS M, CLASS N
AND CLASS O 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 [________] is the registered owner of the
Percentage Interest evidenced by this Class L Certificate (obtained by dividing
the principal amount of this Class L Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class L Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class L Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class L Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class L Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class L Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class L
Certificates are exchangeable for new Class L Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class L Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class L Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class L Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class L Certificate without
registration or qualification. Any Class L Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class L Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class L Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class L
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class L
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________

                                        ________________________________________
                                         Signature by or on behalf of Assignor

                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-17

                           FORM OF CLASS M CERTIFICATE

              CLASS M COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class M
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [___]
                                         Initial Certificate Principal Balance
Closing Date: [____]                     of this Class M Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [___]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES, THE CLASS IO-II 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 AND THE CLASS L CERTIFICATES OF THE SAME
SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G
CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K
CERTIFICATES AND THE CLASS L CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. IN ADDITION, IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS N AND CLASS O 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 [________] is the registered owner of the
Percentage Interest evidenced by this Class M Certificate (obtained by dividing
the principal amount of this Class M Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class M Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class M Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class M Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class M Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class M Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class M
Certificates are exchangeable for new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class M Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class M Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class M Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class M Certificate without
registration or qualification. Any Class M Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class M Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class M Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class M
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class M
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-18

                           FORM OF CLASS N CERTIFICATE

              CLASS N COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class N
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [___]
                                         Initial Certificate Principal Balance
Closing Date: [___]                      of this Class N Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [___]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES, THE CLASS IO-II CERTIFICATES, THE CLASS B CERTIFICATES, THE
CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE
CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE
CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES AND THE
CLASS M CERTIFICATES OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G
CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K
CERTIFICATES, THE CLASS L CERTIFICATES AND THE CLASS M CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. IF THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS O CERTIFICATE 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 [________] is the registered owner of the
Percentage Interest evidenced by this Class N Certificate (obtained by dividing
the principal amount of this Class N Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class N Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class N Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class N Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class N Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class N Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class N
Certificates are exchangeable for new Class N Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class N Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class N Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class N Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class N Certificate without
registration or qualification. Any Class N Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class N Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class N Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class N
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class N
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________

                                        ________________________________________
                                         Signature by or on behalf of Assignor

                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-19

                           FORM OF CLASS O CERTIFICATE

              CLASS O COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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: [__]% per annum       Class Principal Balance of the Class O
                                         Certificates as of the Closing Date:
Date of Pooling and Servicing            $[__]
Agreement: as of [___]
                                         Initial Certificate Principal Balance
Closing Date: [___]                      of this Class O Certificate as of the
                                         Closing Date: $[__]
First Distribution Date: [__]
                                         Aggregate Stated Principal Balance of
Master Servicer: Wachovia Bank,          the Mortgage Loans as of the Cut-Off
National Association                     Date: $[__]

Special Servicer: Lennar Partners, Inc.  Trustee: Wells Fargo Bank Minnesota,
                                         N.A.
Certificate No. 1
                                         CUSIP No. [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE MASTER SERVICER, THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF [________] OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO [________] 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, [________], HAS AN INTEREST
HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE CLASS A-2
CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4 CERTIFICATES, THE CLASS
IO-I CERTIFICATES, THE CLASS IO-II CERTIFICATES, THE CLASS B CERTIFICATES, THE
CLASS C CERTIFICATES, THE CLASS D CERTIFICATES, THE CLASS E CERTIFICATES, THE
CLASS F CERTIFICATES, THE CLASS G CERTIFICATES, THE CLASS H CERTIFICATES, THE
CLASS J CERTIFICATES, THE CLASS K CERTIFICATES, THE CLASS L CERTIFICATES, THE
CLASS M CERTIFICATES AND THE CLASS N CERTIFICATES OF THE SAME SERIES TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE COMPANY
GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE REQUIREMENTS
FOR, EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE
CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

IF THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS A-1 CERTIFICATES,
THE CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
CERTIFICATES, THE CLASS B CERTIFICATES, THE CLASS C CERTIFICATES, THE CLASS D
CERTIFICATES, THE CLASS E CERTIFICATES, THE CLASS F CERTIFICATES, THE CLASS G
CERTIFICATES, THE CLASS H CERTIFICATES, THE CLASS J CERTIFICATES, THE CLASS K
CERTIFICATES, THE CLASS L CERTIFICATES, THE CLASS M CERTIFICATES, AND THE CLASS
N CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, DISTRIBUTIONS IN
REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE
MONTHLY AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
IN ADDITION, 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 [________] is the registered owner of the
Percentage Interest evidenced by this Class O Certificate (obtained by dividing
the principal amount of this Class O Certificate (its "Certificate Principal
Balance") as of the Closing Date by the aggregate principal amount of all the
Class O Certificates (their "Class Principal Balance") as of the Closing Date)
in that certain beneficial ownership interest evidenced by all the Class O
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class O Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class O Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any Realized Loss or Additional Trust
Fund Expense previously allocated to this Certificate) will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appears in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            Interest accrued on this Certificate during an Interest Accrual
Period, plus any unpaid interest shortfall with respect to this Certificate for
any prior Distribution Date, if any, will be payable on the related Distribution
Date to the extent provided in the Agreement. The "Interest Accrual Period" with
respect to any Distribution Date and with respect to the Class O Certificates is
the calendar month preceding the month in which such Distribution Date occurs
and is assumed to consist of 30 days.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            The Class O Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class O
Certificates are exchangeable for new Class O Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class O Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class O Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class O Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class O Certificate without
registration or qualification. Any Class O Certificateholder desiring to effect
such a transfer shall, and by the acceptance of its Class O Certificate agrees
to, indemnify the Trustee, the Certificate Registrar and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class O Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class O
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes whatsoever and
none of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Paying Agent, the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Class O
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-20

                          FORM OF CLASS R-I CERTIFICATE

             CLASS R-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement: as of [__]                    Class R-I Certificate: [__]

Closing Date: [___]                      Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
First Distribution Date: [____]          Date: $[__]

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                     N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO-I, CLASS IO-II, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS
G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O CERTIFICATES
OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED
TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE
REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED
THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

            This certifies that [______________________] is the registered owner
of the Percentage Interest evidenced by this Class R-I Certificate (as specified
above) in that certain beneficial ownership interest evidenced by all the Class
R-I Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wachovia Commercial
Mortgage Securities, Inc. (herein called the "Depositor", which term includes
any successor entity under the Agreement), Wachovia Bank, National Association
(herein called the "Master Servicer", which term includes any successor entity
under the Agreement), Lennar Partners, Inc. (herein called the "Special
Servicer", which term includes any successor entity under the Agreement), and
Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount, if any,
required to be distributed to the Holders of the Class R-I Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on this Class R-I Certificate will be made by check mailed
to the address of the Person entitled thereto, as such name and address appear
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            The Class R-I Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-I Certificates are exchangeable for new
Class R-I Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-I Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-I Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance thereof or the initial transfer thereof by the
Depositor, the Underwriters or their affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the
effect that such transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class R-I Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class R-I Certificate without
registration or qualification. Any Class R-I Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class R-I Certificate
agrees to, indemnify the Trustee, the Certificate Registrar and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No transfer of this Class R-I Certificate or any interest therein
shall be made to (A) a Plan or (B) any Person who is directly or indirectly
purchasing the Class R-I Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan (including, without
limitation, any insurance company using assets in its general or separate
account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-I Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

            This Certificate represents an interest in the "residual interest"
in REMIC I and in the ED Loan REMIC as defined in the Agreement. Each Person who
has or who acquires any Ownership Interest in this Certificate shall be deemed
by the acceptance or acquisition of such Ownership Interest to have agreed to be
bound by the provisions of Section 5.02(d) of the Agreement and, if any
purported Transferee shall become a Holder of this Certificate in violation of
the provisions of such Section 5.02(d), to have irrevocably authorized Wells
Fargo Bank Minnesota, N.A., as Paying Agent (the "Paying Agent"), under clause
(ii)(A) of such Section 5.02(d) to deliver payments to a Person other than such
Person and to have irrevocably authorized the Certificate Registrar under clause
(ii)(B) of such Section 5.02(d) to negotiate the terms of any mandatory sale and
to execute all instruments of Transfer and to do all other things necessary in
connection with any such sale. Each Person holding or acquiring any Ownership
Interest in this Certificate must be a Permitted Transferee and shall promptly
notify the Master Servicer, the Paying Agent and the Certificate Registrar of
any change or impending change in its status as a Permitted Transferee. In
connection with any proposed Transfer of any Ownership Interest in this
Certificate, the Certificate Registrar shall require delivery to it, and shall
not register the Transfer of this Certificate until its receipt of, an affidavit
and agreement substantially in the form attached as Exhibit I-1 to the Agreement
(a "Transfer Affidavit and Agreement") from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in this Certificate as a
nominee, trustee or agent for any Person that is not a Permitted Transferee,
that for so long as it retains its Ownership Interest in this Certificate, it
will endeavor to remain a Permitted Transferee, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if a Responsible Officer of the Certificate Registrar has actual
knowledge that the proposed Transferee is not a Permitted Transferee, no
Transfer of an Ownership Interest in this Certificate to such proposed
Transferee shall be effected. The proposed Transferor must also state in the
Transfer Affidavit and Agreement that (A) it has historically paid its debts as
they have come due and intends to continue to pay its debts as they come due in
the future, (B) it understands that it may incur tax liabilities with respect to
this certificate in excess of cash flows generated thereby, (C) it intends to
pay any taxes associated with holding this certificate as they become due, and
(D) it will not transfer this certificate to any person or entity that does not
provide a similar affidavit. Any purported transfer to a disqualified
organization or other person that is not a permitted transferee or otherwise in
violation of these restrictions shall be absolutely null and void and shall vest
no rights in any purported transferee. If this certificate represents a
"non-economic residual interest", as defined in Treasury Regulations Section
1.860E-1(c), transfers of this certificate may be disregarded for federal income
tax purposes. In order to satisfy a regulatory safe harbor under which such
transfers will not be disregarded, the transferor may be required, among other
things, to satisfy itself as to the financial condition of the proposed
transferee and either to transfer at a minimum price or to an eligible
transferee as specified in regulations.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit I-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Master Servicer and the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Certificate Registrar and the Master Servicer the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not cause such Rating Agency
to qualify, downgrade or withdraw its then-current ratings of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, obtained at the expense of
the party seeking such modification of, addition to or elimination of such
provisions (but in no event at the expense of the Trust Fund), to the effect
that such modification of, addition to or elimination of such provisions will
not cause the Trust Fund to (x) cease to qualify as two REMICs (or the ED Loan
REMIC to cease to qualify as a REMIC) or (y) be subject to an entity-level tax
caused by the transfer of this Class R-I Certificate to a Person which is not a
Permitted Transferee, or cause a Person other than the prospective Transferee to
be subject to a REMIC-related tax caused by the transfer of this Class R-I
Certificate to a Person which is not a Permitted Transferee.

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

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

            No service charge will be imposed for any registration of transfer
or exchange of Class R-I Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class R-I
Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier to occur of (i) the final payment (or any advance with respect thereto)
or other liquidation of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer, the Special Servicer
or the Majority Subordinate Certificateholder at a price determined as provided
in the Agreement of all Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicer,
the Special Servicer or the Majority Subordinate Certificateholder to purchase
from the Trust Fund all Mortgage Loans and each REO Property remaining therein.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Stated Principal
Balance of the Mortgage Pool at the time of purchase being less than 2.6% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-21

                         FORM OF CLASS R-II CERTIFICATE

            CLASS R-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement: as of [__]                    Class R-II Certificate: [__]

Closing Date: [___]                      Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
First Distribution Date: [___]           Date: $[__]

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                     N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS
A-4, CLASS IO-I, CLASS IO-II, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS
G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O CERTIFICATES
OF THE SAME SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY SECTION
4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED
TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE
REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE, DEEMED) TO HAVE CERTIFIED
THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY PERSON BECOMES THE
REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE.

            This certifies that [__________________________] is the registered
owner of the Percentage Interest evidenced by this Class R-II Certificate (as
specified above) in that certain beneficial ownership interest evidenced by all
the Class R-II Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc. (herein called the
"Special Servicer", which term includes any successor entity under the
Agreement), and Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount, if any,
required to be distributed to the Holders of the Class R-II Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on this Class R-II Certificate will be made by check mailed
to the address of the Person entitled thereto, as such name and address appear
in the Certificate Register. Notwithstanding the foregoing, the final
distribution on this Certificate will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and REO Loans, all as
more specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Certificate Account, the Distribution Account
and, if established, the REO Account may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of Advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such Advances and expenses.

            The Class R-II Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-II Certificates are exchangeable for new
Class R-II Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class R-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer of any R-II Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance thereof or the initial transfer thereof by the
Depositor, the Underwriters or their affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the
effect that such transfer may be made without registration under the Securities
Act (which Opinion of Counsel shall not be an expense of the Trust Fund or of
the Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class R-II Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class R-II
Certificate without registration or qualification. Any Class R-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-II Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            No transfer of this Class R-II Certificate or any interest therein
shall be made to (A) a Plan or (B) any Person who is directly or indirectly
purchasing the Class R-II Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan (including, without
limitation, any insurance company using assets in its general or separate
account that may constitute assets of a Plan). As a condition to its
registration of transfer of this Class R-II Certificate, the Certificate
Registrar shall have the right to require the prospective transferee of such
Certificate, if it is not a Plan or Person described in clause (B) of the
preceding sentence, to execute a certification to that effect substantially in
the form of Exhibit H to the Agreement.

            This Certificate represents the "residual interest" in REMIC II, as
defined in the Agreement. Each Person who has or who acquires any Ownership
Interest in this Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized Wells Fargo Bank Minnesota, N.A., as Paying Agent
(the "Paying Agent"), under clause (ii)(A) of such Section 5.02(d) to deliver
payments to a Person other than such Person and to have irrevocably authorized
the Certificate Registrar under clause (ii)(B) of such Section 5.02(d) to
negotiate the terms of any mandatory sale and to execute all instruments of
Transfer and to do all other things necessary in connection with any such sale.
Each Person holding or acquiring any Ownership Interest in this Certificate must
be a Permitted Transferee and shall promptly notify the Master Servicer, the
Paying Agent and the Certificate Registrar of any change or impending change in
its status as a Permitted Transferee. In connection with any proposed Transfer
of any Ownership Interest in this Certificate, the Certificate Registrar shall
require delivery to it, and shall not register the Transfer of this Certificate
until its receipt of, an affidavit and agreement substantially in the form
attached as Exhibit I-1 to the Agreement (a "Transfer Affidavit and Agreement")
from the proposed Transferee, in form and substance satisfactory to the
Certificate Registrar, representing and warranting, among other things, that
such Transferee is a Permitted Transferee, that it is not acquiring its
Ownership Interest in this Certificate as a nominee, trustee or agent for any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in this Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of Section 5.02(d) of the
Agreement and agrees to be bound by them. Notwithstanding the delivery of a
Transfer Affidavit and Agreement by a proposed Transferee, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in this Certificate to such proposed Transferee shall be effected. The proposed
Transferor must also state in the Transfer Affidavit and Agreement that (A) it
has historically paid its debts as they have come due and intends to continue to
pay its debts as they come due in the future, (B) it understands that it may
incur tax liabilities with respect to this certificate in excess of cash flows
generated thereby, (C) it intends to pay any taxes associated with holding this
certificate as they become due, and (D) it will not transfer this certificate to
any person or entity that does not provide a similar affidavit. Any purported
transfer to a disqualified organization or other person that is not a permitted
transferee or otherwise in violation of these restrictions shall be absolutely
null and void and shall vest no rights in any purported transferee. If this
certificate represents a "non-economic residual interest", as defined in
Treasury Regulations Section 1.860E-1(c), transfers of this certificate may be
disregarded for federal income tax purposes. In order to satisfy a regulatory
safe harbor under which such transfers will not be disregarded, the transferor
may be required, among other things, to satisfy itself as to the financial
condition of the proposed transferee and either to transfer at a minimum price
or to an eligible transferee as specified in regulations.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit I-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Master Servicer and the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury Regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Certificate Registrar and the Master Servicer the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not cause such Rating Agency
to qualify, downgrade or withdraw its then-current ratings of any Class of
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Registrar and the Master Servicer, obtained at the expense of
the party seeking such modification of, addition to or elimination of such
provisions (but in no event at the expense of the Trust Fund), to the effect
that such modification of, addition to or elimination of such provisions will
not cause the Trust Fund to (x) cease to qualify as two REMICs (or the ED Loan
REMIC to cease to qualify as a REMIC) or (y) be subject to an entity-level tax
caused by the Transfer of any Class R-II Certificate to a Person which is not a
Permitted Transferee, or cause a Person other than the prospective Transferee to
be subject to a REMIC-related tax caused by the transfer of this Class R-II
Certificate to a Person which is not a Permitted Transferee.

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

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

            No service charge will be imposed for any registration of transfer
or exchange of Class R-II Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
R-II Certificates.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.

            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 2.6% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                       By:____________________________________
                                          Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-22

                          FORM OF CLASS Z-I CERTIFICATE

             CLASS Z-I COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement: as of [___]                   Class Z-I Certificate: [__]

Closing Date [__]                        Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
First Distribution Date: [___]           Date: $[__]

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                     N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

            This certifies that [__________________________] is the registered
owner of the Percentage Interest evidenced by this Class Z-I Certificate (as
specified above) in that certain beneficial ownership interest evidenced by all
the Class Z-I Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc. (herein called the
"Special Servicer", which term includes any successor entity under the
Agreement), and Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class Z-I Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class Z-I Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries of Additional Interest payable on Wachovia Mortgage
Loans, all as more specifically set forth herein and in the Agreement.

            The Class Z-I Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class Z-I Certificates are exchangeable for new
Class Z-I Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

            Any distribution to the Holder of this Certificate is binding on
such Holder and all future Holders of this Certificate and any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such distribution is made upon this Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class Z-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Z-I Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer ____ and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class Z-I Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class Z-I Certificate without
registration or qualification. Any Class Z-I Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class Z-I Certificate
agrees to, indemnify the Trustee, the Certificate Registrar and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Z-I Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Class Z-I
Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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 Z-I
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-23

                         FORM OF CLASS Z-II CERTIFICATE

            CLASS Z-II COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement: as of [___]                   Class Z-II Certificate: [__]

Closing Date [__]                        Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
First Distribution Date: [___]           Date: $[__]

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                     N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

            This certifies that [__________________________] is the registered
owner of the Percentage Interest evidenced by this Class Z-II Certificate (as
specified above) in that certain beneficial ownership interest evidenced by all
the Class Z-II Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc. (herein called the
"Special Servicer", which term includes any successor entity under the
Agreement), and Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class Z-II Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class Z-II Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the 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 Greenwich Mortgage
Loans, all as more specifically set forth herein and in the Agreement.

            The Class Z-II Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class Z-II Certificates are exchangeable for new
Class Z-II Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

            Any distribution to the Holder of this Certificate is binding on
such Holder and all future Holders of this Certificate and any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such distribution is made upon this Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class Z-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Z-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer ____ and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class Z-II Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class Z-II
Certificate without registration or qualification. Any Class Z-II
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class Z-II Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Z-II Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
Z-II Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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 Z-II
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________

                                        ________________________________________
                                         Signature by or on behalf of Assignor

                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.

<PAGE>

                                  EXHIBIT A-24

                         FORM OF CLASS Z-III CERTIFICATE

            CLASS Z-III COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2002-C1

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

                     WACHOVIA BANK COMMERCIAL MORTGAGE TRUST

Date of Pooling and Servicing            Percentage Interest evidenced by this
Agreement: as of [___]                   Class Z-III Certificate: [__]

Closing Date [__]                        Aggregate Stated Principal Balance of
                                         the Mortgage Loans as of the Cut-Off
First Distribution Date: [___]           Date: $[__]

Master Servicer: Wachovia Bank,          Trustee: Wells Fargo Bank Minnesota,
National Association                     N.A.

Special Servicer: Lennar Partners, Inc.

Certificate No. 1

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL NOT
ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL, BUT IS ENTITLED TO
RECEIVE DISTRIBUTIONS OF ADDITIONAL INTEREST AS SET FORTH IN THE AGREEMENT.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WACHOVIA
COMMERCIAL MORTGAGE SECURITIES, INC., WELLS FARGO BANK MINNESOTA, N.A., WACHOVIA
BANK, NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY
"EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(E)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE REQUIRED (OR, IN THE CASE OF A BOOK-ENTRY CERTIFICATE,
DEEMED) TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT
IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

            This certifies that [__________________________] is the registered
owner of the Percentage Interest evidenced by this Class Z-III Certificate (as
specified above) in that certain beneficial ownership interest evidenced by all
the Class Z-III Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Wachovia
Commercial Mortgage Securities, Inc. (herein called the "Depositor", which term
includes any successor entity under the Agreement), Wachovia Bank, National
Association (herein called the "Master Servicer", which term includes any
successor entity under the Agreement), Lennar Partners, Inc. (herein called the
"Special Servicer", which term includes any successor entity under the
Agreement), and Wells Fargo Bank Minnesota, N.A. (herein called the "Trustee",
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"). With respect
to each Distribution Date, the Determination Date is the fourth Business Day
prior to such Distribution Date (each, a "Determination Date"). Distributions
will be made commencing on the first Distribution Date specified above, to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to the Holders of the Class Z-III Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on the Class Z-III Certificates will be made by Wells Fargo Bank
Minnesota, N.A., as paying agent (the "Paying Agent"), by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with wiring instructions
no less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate will be made in like
manner, but only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries of Additional Interest payable on Nomura Mortgage
Loans, all as more specifically set forth herein and in the Agreement.

            The Class Z-III Certificates are issuable in fully registered form
only without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class Z-III Certificates are exchangeable for new
Class Z-III Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

            Any distribution to the Holder of this Certificate is binding on
such Holder and all future Holders of this Certificate and any Certificate
issued upon the transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such distribution is made upon this Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class Z-III Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            No transfer of any Class Z-III Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration under the Securities Act (other than in connection with the initial
issuance thereof or the initial transfer thereof by the Depositor, the
Underwriters or their respective affiliates), then the Certificate Registrar
shall refuse to register such transfer unless it receives either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit G-1 to the Agreement, and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as either Exhibit G-2 or Exhibit G-3 to the Agreement; or
(ii) an Opinion of Counsel reasonably satisfactory to the Certificate Registrar
to the effect that such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Master Servicer, the Special Servicer, the Trustee
or the Certificate Registrar in their respective capacities as such), together
with the written certification(s) as to the facts surrounding such transfer from
the Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective transferee on which such Opinion of Counsel is
based. None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class Z-III Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class Z-III
Certificate without registration or qualification. Any Class Z-III
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class Z-III Certificate agrees to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            No service charge will be imposed for any registration of transfer
or exchange of Class Z-III Certificates, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
Z-III Certificates.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of [________] 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 Z-III
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Pool at the time of purchase being less than
2.6% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date specified on the face hereof.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to at least 51% of the Voting
Rights allocated to the affected Classes. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of the Trust Fund (or designated portions thereof) as
consisting of two separate REMICs and a grantor trust, or of the ED Loan REMIC
as a REMIC, without the consent of the Holders of any of the Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

<PAGE>

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

Dated: [DATE]


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


                                        By:_____________________________________
                                           Authorized Representative

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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


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


                                        By:____________________________________
                                           Authorized Representative

<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(please print or typewrite name and address including postal zip code of
assignee) the beneficial ownership interest in the Trust Fund evidenced by the
within Commercial Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to assignee on the Certificate
Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Commercial Mortgage Pass-Through Certificate of a like Percentage Interest and
Class to the above named assignee and deliver such Commercial Mortgage
Pass-Through Certificate to the following address:
__________________________________________________.

Dated: _________________________


                                        ________________________________________
                                         Signature by or on behalf of Assignor


                                        ________________________________________
                                                  Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________________ for
the account of _______________.

            Distributions made by check (such check to be made payable to
_____________________) and all applicable statements and notices should be
mailed to _________________________.

            This information is provided by ________________________________,
the Assignee named above, or ____________________________________, as its agent.
<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>
 MORTGAGE
   LOAN
  NUMBER                        PROPERTY NAME                                                 ADDRESS
----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                              <C>
    1          One Enterprise Center                            225 Water Street
    2          Oak Brook Apartments                             12499 Folsom Boulevard
    3          Mediterranean Village                            2001 SE 10th Avenue
    4          CityPlace II                                     151 Asylum Street
    5          Marketplace at Altamonte                         State Road 436 & Interstate 4
    6          Broadmoor Towne Center                           2130 - 2280 Southgate Road
    7          215 East 23rd Street                             215 East 23rd Street
    8          Maine Crossing                                   200 Running Hill Road
    9          Forest Acres Apartments                          28 Forest Acres Drive
    10         Dana Corporation - Antioch                       6050 Dana Way
    11         Cox Creek Centre                                 372-398 Cox Creek Parkway
    12         19019 North 59th Avenue                          19019 North 59th Avenue
    13         Holiday Village Mobile Home Park                 701 South Dobson Road
    14         Sealy Industrial Portfolio                       Various
   14.1        Northwest Business Center                        7402-7648 Reindeer Trail
   14.2        West Loop Business Center                        5404 Bandera Road
   14.3        Westway Service Center                           1700 Grandstand Drive
   14.4        Commerce Center                                  7042 Alamo Downs Pkwy
    15         Torrey Pines Corporate Center                    3020 and 3030 Callan Road
    16         Silver Springs Pointe                            N.W. Expressway & Council Rd
    17         Pinole Vista Shopping Center                     1500-1596 Fitzgerald Drive
    18         Avalon Square Apartments                         2400 Westheimer Road
    19         Radisson Hotel & Conference Center Fresno        2333 Ventura Street
    20         The Gatsby Apartments                            1515 O Street
    21         Summit Pointe Apartments                         108 Summit Pointe Drive
    22         4403 Donald Douglas                              4403 Donald Douglas Drive
    23         Carriage House Apartments                        3900 Monroe Avenue
    24         Radisson Hotel & Conference Center Baton Rouge   4728 Constitution Avenue
    25         Hemet Valley Center                              3301-3695 West Florida Avenue
    26         Upland Freeway Center                            1348-1440 W. 7th Street
    27         Dana Corporation - Rochester Hills               2910 Waterview Drive
    28         Laguna Pavilion Shopping Center                  7400 - 7440 Pavillion Boulevard
    29         Perris Towne Centre                              15-138 W. Nuevo Road
    30         Citivest Multifamily Portfolio                   Various
   30.1        Avalon Apartments                                1925 Moser Avenue
   30.2        Catalina Apartments                              2500 Bennett Avenue
   30.3        Montecito-Sausalito Apartments                   2301 North Garrett Avenue & 2222 Bennett Avenue
   30.4        Monterey Apartments                              4726 Homer Street
   30.5        Santa Cruz Apartments                            2602 North Fitzhugh Avenue
    31         Roadrunner Club MHP                              1010 Palm Canyon Drive
    32         Timber Creek Apartments                          820 W. 3900 South
    33         Brookstone Apartments                            6430 Brookstone Lane
    34         396-400 North Moorpark Road                      396-400 North Moorpark Road
    35         Independence Square San Diego                    7305 Clairemont Mesa Boulevard
    36         Mission Valley Plaza                             1011 Camino Del Rio South
    37         Fox Hills Business Park                          6100, 6120, 6140, 6160 Bristol Parkway
    38         Main Street Station                              1051 E. Broad Street
    39         Clearlake Plaza                                  500 South Australian Avenue
    40         Willow Wood Shoppes                              1141 Wantagh Avenue
    41         1010 Vermont Avenue                              1010 Vermont Avenue
    42         Austin Creek Apartments                          55 Valle Vista Avenue
    43         Ming Office Park                                 5500 Ming Ave.
    44         Encino Oaks Shopping Center                      17300-17340 Ventura Boulevard
    45         Dana Corporation - Gastonia                      1551 Mount Olive Church Road
    46         Santa Maria Commerce Center                      230-340 E. Betteravia Road
    47         Mini U Storage                                   9425 Snowden River Parkway
    48         Midland Towne Center                             1301-1421 Washington Street
    49         Normandy Park Apartments                         11110 North 56th Street
    50         Spanish Vista Office Complex                     4955 South Durango Drive
    51         Gateway Courtyard                                1600 Gateway Blvd.
    52         1930 W. Bennett Street                           1930 W. Bennett Street
    53         Rustic Village Apartments                        9303 Town Park Drive
    54         Orange Canyon Village                            7520-7618 East Chapman Avenue
    55         Brookwood Park Apartments                        3854 West Rockwood Way
    56         Town View Professional Center                    215 S. Hickory Street
    57         Independence Square Reno                         290-394 E. Moana Lane
    58         The Pointe at College Place                      2620 College Place
    59         La Toscana Village                               7090 North Oracle Road
    60         Casas Adobes Corporate Park                      6840-6860 North Oracle Road
    61         West Boca Place                                  8165-8177 W Glades Rd
    62         Bank of America Building                         2000 West Glades Rd.
    63         Los Altos Village Apartments                     2525 North Los Altos Avenue and
                                                                2530-2576 North Geronimo Avenue
    64         Best Buy - Manchester, CT                        120 Slater Road
    65         Park Apartments                                  403 Southwest 13th Place
    66         Kruse Meadows Shopping Center                    6296-6334 SW Meadows Road;
                                                                14990 - 15180 SW Bangy Road
    67         Eagle Lake Business Center III                   7351 Kirkwood Lane North
    68         Waterloo Apartments                              1464, 1470 & 1478 English Drive and 1538, 1540,
                                                                1544, 1546, 1548 & 1550 Maurice Lane
    69         Southridge Square Shopping Center                1200-1300 E Army Post Road
    70         Harmony Market Center                            1514, 1526 and 1538 East Harmony Road
    71         The Village At Nisqually Ridge                   9211-9223 and 9231-9343 Skokomish Way NE
    72         Auburn Creek Apartments                          4411 Gardendale Drive
    73         Silverado Hills Plaza Shopping Center            10380 E. Broadway Blvd.
    74         Oxnard Commerce Center                           2311 N. Oxnard Blvd.
    75         Mobiland by the Sea                              4400 North Harbor City Boulevard
    76         Rancho Santa Ynez Mobile Estates                 1400 Fjord Drive
    77         Mission Medical Office Building                  22032 El Paseo
    78         The Abbey Center                                 340, 400 & 490 S. Farrell Drive
    79         Del Flora Apartments                             30598 Independence Avenue
    80         Fallbrook Apts (Raintree, Ironwood & Smoketree)  735, 747 & 795 West Fallbrook Street
    81         Tropical Palms                                   17100 Tamiami Trail
    82         Ahwatukee Hills Plaza                            4909 and 4929 East Chandler Boulevard
    83         The Shops at Chippenham Forest South             2400-2560 Sheila Lane
    84         Deerfield Square                                 Highway 9 & Windward Parkway
    85         Lake Pointe Medical Building                     2610 Tenderfoot Hill St.
    86         Colchester Apartments                            1470 Beacon Street
    87         Waynesboro Market Place                          11105 Old Buchanan Trail East
    88         Encore Office Park                               4425-4465 S. Jones Blvd.
    89         Walgreens - Burbank, CA                          1028 S. San Fernando Blvd.
    90         2029 K Street NW                                 2029 K Street NW
    91         GSL Portfolio                                    Various
   91.1        8640 North Eldridge Parkway                      8640 North Eldridge Parkway
   91.2        1109 Howard Avenue                               1109 Howard Avenue
   91.3        1434 Sens Road                                   1434 Sens Road
   91.4        5048 Timber Creek                                5048 Timber Creek
    92         La Mirada Business Center                        14670-14770 E. Firestone Blvd.
    93         Summit Square Apartments                         936 41st Street Northwest
    94         North Delray Commons                             SWC US 1 & NE 6th Street
    95         Marconi Palms Apartments                         3821 Marconi Avenue
    96         Citizen's Building                               105 S. Narcissus Avenue
    97         Concorde Distribution Center                     1889 E. Maule Ave.
    98         7560 Topanga Canyon Blvd.                        7560 Topanga Canyon Blvd.
    99         1900 Aerojet Way                                 1900 Aerojet Way
   100         Fairway Lane Apartments                          3979 NW Fairway Lane
   101         Cotton Building                                  4645 E. Broadway Rd.
   102         North Beltsville Business Center                 11900-11914 Old Baltimore Pike
   103         Park Plaza Apartments                            507 Main Street
   104         PerkinElmer-Warwick, RI                          15 Pioneer Avenue
   105         301 W. Bennett Avenue                            301 W. Bennett Avenue
   106         Orange Commerce Center                           1337 Braden Court
   107         Cottonwood Square Shopping Center                17858-17930 Cottonwood Drive
   108         Chapel Trail Commerce Center III                 21011 Johnson St
   109         Wal-Mart - Branson, MO                           2050 West Highway 76
   110         Walgreens - Chicago, IL                          1001 West Belmont Avenue
   111         Walgreens - Chaska, MN                           110 Hwy 212 East
   112         506 N. Miller Valley Road                        506 N. Miller Valley Road
   113         Walgreen's-Bremerton, WA                         3333 Wheaton Way
   114         Riviera Northgate Apartments                     11540 Pinehurst Way NE
   115         Walgreens - Memphis TN                           6770 Macon Road
   116         Heritage Hills Apartments                        10836 Clemson Blvd.
   117         The Mark Apartments                              125 Lower Woodville Road
   118         Park 2000 - Building L                           6295 McLeod Drive
   119         Sugar Land Shopping Center                       16550 Southwest Freeway
   120         Belfort Arms Apartments                          3541 Whitney Avenue
   121         Plaza VI Office Building                         350 Camino Gardens Boulevard
   122         Arroyo Fairways Mobile Home Club                 42751 East Florida Avenue
   123         Barnes & Noble                                   4024C Wards Road
   124         Fair Oaks Building                               880 - 898 North Fair Oaks Avenue
   125         Office Depot - Stockbridge, GA                   3480 Mt. Zion Rd
   126         Rivergreen Office Park                           1122-1128 NE Second Street
   127         Walgreen's/Kaiser Building                       1363 Divisadero Street and 2105-2107 O'Farrell Street
   128         Fairmont Park Apartments                         1204, 1209, 1210 73rd Street East and 7226,
                                                                7227, 7302, 7303, 7305, 7312, 7313, 7316, and
                                                                7317 13th Avenue Ct. E.
   129         Kinko's                                          829, 839 & 855 East Colorado Boulevard.
   130         Boca Manor Apts                                  2500 N Federal Highway
   131         Eastern Marketplace                              10170 South Eastern Avenue
   132         Holridge Apartments                              12440 North 20th Street
   133         Bridle Trails Apts & Retail                      13200 Old Redmond Road
   134         1145 W. I Street                                 1145 W. I Street
   135         Austin Laurel Professional Office Building       4905 West Laurel Street
   136         Pine Meadows Mobile Estates                      3450 S. IH-35
   137         Thermal Supply-3 Locations                       Various
  137.1        Thermal Supply- Seattle                          717 South Lander Street
  137.2        Thermal Supply - Spokane                         165 South Pine Street
  137.3        Thermal Supply - Yakima                          202 West Spruce Street
   138         Twin Gardens Apartments                          5831 Fair Oaks Boulevard
   139         Vermont Apartments                               1112 - 9th Street S.E.
   140         Westview Terrace Apartments                      2201, 2205, 2209, 2219, 2223 & 2227 South 74th Street
   141         1161 W. I Street                                 1161 W. I Street
   142         Walgreens-Arlington, Texas                       2420 West Arkansas Lane
   143         Calder Square Shopping Center                    1101 West Main
   144         4116 Silver Star Road                            4116 Silver Star Road
   145         Westwood Village Shopping Center                 4722-4748 Rainbow Boulevard
   146         Wheatland III Townhomes                          3502-3534 30th Avenue Southwest
   147         110 Lehigh Ave.                                  110 Lehigh Ave.
   148         West Valley Shopping Center                      4083 South Redwood Road
   149         2120 Jimmy Durante Boulevard                     2120 Jimmy Durante Boulevard
   150         4969 E. McKinley Avenue                          4969 E. McKinley Avenue
   151         Fleet Bank                                       190 Haverhill Street
   152         Chinese Garden Plaza                             5435, 5445 & 5485 West Sahara Avenue
   153         Fairwood Commerce Center                         14300 SE Petrovitsky Road
   154         Jefferson Square Shopping Center                 1552-1557 Jefferson Avenue
   155         1378 & 1380 Old Northern Boulevard               1378-80 Old Northern Boulevard
   156         South Rice Shopping Center                       6600 S. Rice Avenue
</TABLE>
<PAGE>
(TABLE CONTINUED)
<TABLE>
<CAPTION>
 MORTGAGE
   LOAN                                                                                    CUT-OFF DATE         MONTHLY P&I
  NUMBER                CITY               STATE     ZIP CODE           COUNTY           LOAN BALANCE ($)      PAYMENTS ($)
---------------------------------------------------------------------------------------------------------------------------
<S>         <C>                            <C>       <C>          <C>                    <C>                 <C>
    1       Jacksonville                    FL         32202            Duval              28,477,855.49        194,807.01
    2       Rancho Cordova                  CA         95742            Placer             27,000,000.00        178,002.67
    3       Ft. Lauderdale                  FL         33316           Broward             25,500,000.00        176,035.28
    4       Hartford                        CT         06103           Hartford            22,500,000.00        171,864.20
    5       Altamonte Springs               FL         32701           Seminole            20,112,903.09        140,068.73
    6       Colorado Springs                CO         80906           El Paso             18,973,728.60        128,841.16
    7       New York                        NY         10010           New York            17,973,862.06        119,633.59
    8       South Portland                  ME         04106          Cumberland           17,456,037.76        120,689.30
    9       Bradford                        MA         01835            Essex              17,180,685.43        122,019.21
    10      Antioch                         TN         37013           Davidson            15,622,494.06        131,668.45
    11      Florence                        AL         35630          Lauderdale           15,328,246.92        103,053.42
    12      Glendale                        AZ         85308           Maricopa            15,005,561.40        104,854.00
    13      Mesa                            AZ         85202           Maricopa            12,949,871.85         87,451.83
    14      San Antonio                     TX         78238            Bexar              12,700,000.00         86,292.09
   14.1     San Antonio                     TX         78238            Bexar
   14.2     San Antonio                     TX         78238            Bexar
   14.3     San Antonio                     TX         78238            Bexar
   14.4     San Antonio                     TX         78238            Bexar
    15      San Diego                       CA         92121          San Diego            12,664,377.45         89,784.73
    16      Oklahoma City                   OK         73132           Oklahoma            12,090,838.71         83,777.96
    17      Pinole                          CA         94564         Contra Costa          11,943,694.20         80,643.84
    18      Houston                         TX         77098            Harris             11,640,000.00         77,910.82
    19      Fresno                          CA         93721            Fresno             11,287,504.39         95,065.67
    20      Washington                      DC         20005          Washington           10,734,951.55         72,533.61
    21      Scranton                        PA         18508          Lackawanna           10,644,000.00         70,900.60
    22      Long Beach                      CA         90808         Los Angeles           10,061,760.11         73,003.49
    23      Fremont                         CA         94536           Alameda             9,991,134.12          63,865.88
    24      Baton Rouge                     LA         70808       East Baton Rouge        9,981,940.68          80,559.32
    25      Hemet                           CA         92545          Riverside            9,493,089.57          67,077.10
    26      Upland                          CA         91786        San Bernardino         9,375,938.36          64,124.57
    27      Rochester Hills                 MI         48309           Oakland             9,283,433.28          78,242.01
    28      Elk Grove                       CA         95758          Sacramento           9,210,000.00          63,611.18
    29      Perris                          CA         92571          Riverside            9,164,918.88          66,202.16
    30      Dallas                          TX        Various           Dallas             8,966,973.74          61,946.22
   30.1     Dallas                          TX         75206            Dallas
   30.2     Dallas                          TX         75206            Dallas
   30.3     Dallas                          TX         75206            Dallas
   30.4     Dallas                          TX         75204            Dallas
   30.5     Dallas                          TX         75204            Dallas
    31      Borrego Springs                 CA         92004          San Diego            8,875,000.00          60,904.75
    32      Salt Lake City                  UT         84123          Salt Lake            8,700,000.00          56,717.49
    33      Fayetteville                    NC         28314          Cumberland           8,569,544.58          55,208.98
    34      Thousand Oaks                   CA         91360           Ventura             8,370,995.06          54,649.86
    35      San Diego                       CA         92111          San Diego            8,239,738.78          58,307.88
    36      San Diego                       CA         92108          San Diego            8,100,000.00          56,193.32
    37      Culver City                     CA         90230         Los Angeles           7,994,477.71          57,922.29
    38      Fuquay-Varina                   NC         27526             Wake              7,993,298.82          52,634.51
    39      West Palm Beach                 FL         33401          Palm Beach           7,974,709.20          54,465.62
    40      Wantagh                         NY         11793            Nassau             7,868,918.49          55,734.80
    41      Washington                      DC         20005      District of Columbia     7,856,898.33          55,692.86
    42      Vallejo                         CA         94590            Solano             7,631,095.14          48,277.36
    43      Bakersfield                     CA         93309             Kern              7,580,545.90          51,845.40
    44      Encino                          CA         91316         Los Angeles           7,500,000.00          52,749.57
    45      Gastonia                        NC         28052            Gaston             7,412,890.75          62,476.84
    46      Santa Maria                     CA         93454        Santa Barbara          7,081,825.77          48,434.52
    47      Columbia                        MD         21046            Howard             7,000,000.00          51,093.62
    48      Midland                         MI         48640           Midland             6,877,839.88          46,603.07
    49      Temple Terrace                  FL         33617         Hillsborough          6,782,961.19          46,965.91
    50      Las Vegas                       NV         89113            Clark              6,683,367.15          46,597.16
    51      Fairfield                       CA         94533            Solano             6,600,000.00          44,889.41
    52      Springfield                     MO         65807            Greene             6,577,076.96          42,807.47
    53      Houston                         TX         77036            Harris             6,519,395.58          44,106.46
    54      Orange                          CA         92869            Orange             6,477,955.82          46,342.41
    55      West Valley City                UT         84120          Salt Lake            6,416,980.14          47,756.00
    56      Escondido                       CA         92025          San Diego            6,295,134.03          43,190.97
    57      Reno                            NV         89502            Washoe             6,153,116.20          43,176.50
    58      Fullerton                       CA         92831            Orange             6,141,369.69          41,454.45
    59      Tucson                          AZ         85741             Pima              6,127,920.25          41,094.81
    60      Tucson                          AZ         85704             Pima              6,025,604.31          39,845.31
    61      Boca Raton                      FL         33434          Palm Beach           6,000,000.00          39,918.15
    62      Boca Raton                      FL         33431          Palm Beach           5,875,948.05          40,689.30
    63      Tucson                          AZ         85705             Pima              5,672,630.17          37,883.97
    64      Manchester                      CT         06040       Hartford County         5,662,140.68          38,410.55
    65      Deerfield Beach                 FL         33441           Broward             5,645,372.88          39,964.07
    66      Lake Oswego                     OR         97035          Clackamas            5,534,241.61          39,837.61
    67      Maple Grove                     MN         55369           Hennepin            5,500,000.00          38,268.67
    68      San Jose                        CA         95129         Santa Clara           5,500,000.00          36,628.59
    69      Des Moines                      IA         50315             Polk              5,433,830.02          38,293.96
    70      Ft. Collins                     CO         80525           Larimer             5,393,703.41          38,900.36
    71      Olympia                         WA         98516           Thurston            5,263,796.06          36,485.65
    72      San Antonio                     TX         78240            Bexar              5,170,630.97          33,909.66
    73      Tucson                          AZ         85748             Pima              5,084,533.74          35,450.64
    74      Oxnard                          CA         93030           Ventura             4,987,201.26          34,108.81
    75      Melbourne                       FL         32935           Brevard             4,945,804.47          32,369.28
    76      Solvang                         CA         93464        Santa Barbara          4,925,000.00          33,797.85
    77      Rancho Santa Margarita          CA         92688            Orange             4,880,241.51          32,271.41
    78      Palm Springs                    CA         92262          Riverside            4,837,585.21          33,085.55
    79      Redlands                        CA         92374        San Bernardino         4,795,660.73          30,339.27
    80      Fallbrook                       CA         92028          San Diego            4,776,081.87          31,801.46
    81      Punta Gorda                     FL         33955          Charlotte            4,700,000.00          32,317.71
    82      Phoenix                         AZ         85048           Maricopa            4,662,793.76          34,529.36
    83      Richmond                        VA         23225       City of Richmond        4,596,700.64          32,701.03
    84      Alpharetta                      GA         30201            Fulton             4,500,000.00          30,423.71
    85      Colorado Springs                CO         80906           El Paso             4,484,821.21          29,637.01
    86      Brookline                       MA         02446           Norfolk             4,477,238.82          29,157.01
    87      Waynesboro                      PA         17268           Franklin            4,470,245.39          32,381.75
    88      Las Vegas                       NV         89103            Clark              4,444,700.83          30,765.43
    89      Burbank                         CA         91502         Los Angeles           4,350,000.00          30,923.80
    90      Washington                      DC         20006      District of Columbia     4,307,305.00          32,173.43
    91      Various                         TX        Various           Harris             4,197,853.92          28,536.39
   91.1     Houston                         TX         77041            Harris
   91.2     Deer Park                       TX         77536            Harris
   91.3     La Porte                        TX         77571            Harris
   91.4     Houston                         TX         77017            Harris
    92      La Mirada                       CA         90638         Los Angeles           4,159,192.90          30,177.19
    93      Rochester                       MN         55901           Olmsted             4,129,359.96          29,357.82
    94      Delray Beach                    FL         33483          Palm Beach           4,046,712.75          27,081.00
    95      Sacramento                      CA         95821          Sacramento           4,024,055.32          27,726.70
    96      West Palm Beach                 FL         33401          Palm Beach           3,881,113.12          27,551.44
    97      Las Vegas                       NV         89119            Clark              3,807,178.08          26,666.17
    98      Canoga Park                     CA         91303         Los Angeles           3,607,040.74          23,728.95
    99      North Las Vegas                 NV         89030            Clark              3,604,190.07          25,148.24
   100      Bremerton                       WA         98312            Kitsap             3,594,941.90          24,253.87
   101      Phoenix                         AZ         85040           Maricopa            3,536,635.55          25,751.20
   102      Beltsville                      MD         20705        Prince Georges         3,383,273.73          23,657.00
   103      Worcester                       MA         01608          Worcester            3,379,522.28          24,064.99
   104      Warwick                         RI         01453             Kent              3,301,965.97          24,900.51
   105      Council Bluffs                  IA         51503        Pottawattamie          3,220,511.76          22,806.21
   106      Orange                          CA         92868            Orange             3,187,884.39          23,129.82
   107      Parker                          CO         80134           Douglas             3,166,799.03          22,748.55
   108      Pembroke Pines                  FL         33029           Broward             2,988,770.22          21,839.07
   109      Branson                         MO         65616            Taney              2,982,114.92          27,470.51
   110      Chicago                         IL         60657             Cook              2,917,918.23          20,818.44
   111      Chaska                          MN         55318            Carver             2,799,630.13          20,637.88
   112      Prescott                        AZ         86301            Yavapi             2,762,166.48          19,921.24
   113      Bremerton                       WA         98310            Kitsap             2,646,514.12          18,330.00
   114      Seattle                         WA         98125             King              2,579,312.56          17,288.98
   115      Memphis                         TN         38134            Shelby             2,500,000.00          18,031.39
   116      Seneca                          SC         29678            Oconee             2,456,941.99          16,499.16
   117      Natchez                         MS         39120            Adams              2,449,626.73          16,621.19
   118      Las Vegas                       NV         89120            Clark              2,391,379.51          17,197.25
   119      Sugar Land                      TX         77479          Fort Bend            2,389,876.95          16,945.79
   120      Sacramento                      CA         95821          Sacramento           2,352,459.18          15,166.42
   121      Boca Raton                      FL         33432          Palm Beach           2,305,544.23          16,516.38
   122      Hemet                           CA         92544          Riverside            2,221,306.69          20,198.49
   123      Lynchburg                       VA         24502        Lynchburg City         2,203,244.51          15,301.60
   124      Pasadena                        CA         91103         Los Angeles           2,173,243.14          14,989.92
   125      Stockbridge                     GA         30281           Clayton             2,164,517.11          16,522.15
   126      Corvallis                       OR         97330            Benton             2,115,627.28          19,383.86
   127      San Francisco                   CA         94115        San Francisco          2,100,000.00          15,834.35
   128      Tacoma                          WA         98404            Pierce             2,087,794.14          13,657.84
   129      Pasadena                        CA         91101         Los Angeles           2,000,000.00          14,745.07
   130      Boca Raton                      FL         33431          Palm Beach           1,993,571.85          13,698.53
   131      Henderson                       NV         89052            Clark              1,923,353.04          13,617.10
   132      Phoenix                         AZ         85022           Maricopa            1,881,856.47          13,720.34
   133      Redmond                         WA         98052             King              1,878,604.76          13,145.24
   134      Ontario                         CA         91762        San Bernardino         1,768,355.71          12,921.45
   135      Tampa                           FL         33607         Hillsborough          1,692,626.20          11,851.74
   136      Waxahachie                      TX         75165            Ellis              1,635,016.65          11,388.61
   137      Various                         WA        Various          Various             1,459,812.28          13,930.45
  137.1     Seattle                         WA         98134             King
  137.2     Spokane                         WA         99202           Spokane
  137.3     Yakima                          WA         98902            Yakima
   138      Carmichael                      CA         95608          Sacramento           1,418,943.63          9,148.00
   139      Puyallup                        WA         98372            Pierce             1,392,678.57          9,615.44
   140      Tacoma                          WA         98409            Pierce             1,370,746.64          9,464.01
   141      Ontario                         CA         91762        San Bernardino         1,220,414.51          8,917.62
   142      Arlington                       TX         76015           Tarrant             1,183,689.62          9,526.64
   143      League City                     TX         77573          Galveston            1,136,176.95          8,985.31
   144      Orlando                         FL         32808            Orange             1,095,156.68          7,616.18
   145      Westwood                        KS         66205           Johnson             1,023,270.07          8,339.35
   146      Fargo                           ND         58103             Cass               993,394.96           7,060.75
   147      Lakewood                        NJ         08701            Ocean               992,365.27           8,323.59
   148      West Valley City                UT         84123          Salt Lake             770,214.67           6,201.06
   149      Del Mar                         CA         92014          San Diego             700,602.39           6,461.29
   150      Fresno                          CA         93727            Fresno              671,691.63           5,194.42
   151      Methuen                         MA         01844            Essex               658,769.01           5,318.17
   152      Las Vegas                       NV         89102            Clark               645,233.82           5,136.24
   153      Renton                          WA         98058             King               622,467.50           5,478.04
   154      St. Louis                       MO         63104      City of St. Louis         604,264.92           6,489.09
   155      Roslyn Village                  NY         11476            Nassau              487,206.95           4,534.70
   156      Bellaire                        TX         77401            Harris              383,074.81           4,163.23
</TABLE>
<PAGE>
(TABLE CONTINUED)
<TABLE>
<CAPTION>
                                                                           ORIGINAL
                                                                           TERM TO          REMAINING
 MORTGAGE                                                                  MATURITY          TERM TO            STATED
   LOAN                      MORTGAGE         NUMBER        UNIT OF         OR ARD         MATURITY OR         MATURITY
  NUMBER    GRACE DAYS       RATE (%)        OF UNITS       MEASURE         (MOS.)         ARD (MOS.)         DATE OR ARD
---------------------------------------------------------------------------------------------------------------------------
<S>         <C>             <C>             <C>          <C>              <C>             <C>                <C>
    1            7           7.2700%         318,782        Sq. Ft.          120               119            1-Apr-2012
    2            7           6.9100%           304           Units            60               58             1-Mar-2007
    3            7           7.3700%           264           Units           120               120            1-May-2012
    4            5           8.2400%         292,039        Sq. Ft.           55               55             1-Dec-2006
    5            3           7.3650%         335,523        Sq. Ft.          120               107            1-Apr-2011
    6            7           7.1900%         172,965        Sq. Ft.          120               118            1-Mar-2012
    7            7           6.9900%            74           Units           120               118            1-Mar-2012
    8            7           7.3600%         148,672        Sq. Ft.          120               117            1-Feb-2012
    9            5           7.6300%           410           Units           120               116            1-Jan-2012
    10           0           7.9400%         677,400        Sq. Ft.          239               233            11-Oct-2021
    11           0           7.0900%         173,948        Sq. Ft.          120               118            11-Mar-2012
    12           5           7.4000%         252,300        Sq. Ft.          120               107            1-Apr-2011
    13           5           7.1100%           573            Pads           120               115            1-Dec-2011
    14           7           7.2100%         484,369        Sq. Ft.           60               60             1-May-2007
   14.1                                      251,125        Sq. Ft.
   14.2                                      145,394        Sq. Ft.
   14.3                                       59,863        Sq. Ft.
   14.4                                       27,987        Sq. Ft.
    15           0           7.2500%          91,000        Sq. Ft.          120               113            11-Oct-2011
    16          10           7.4000%         135,028        Sq. Ft.          120               119            1-Apr-2012
    17           5           7.1000%         164,957        Sq. Ft.          120               114            1-Nov-2011
    18           0           7.0600%           220           Units           120               120            11-May-2012
    19           5           8.6700%           321           Rooms           120               88             1-Sep-2009
    20           7           7.1400%            52           Units           120               118            1-Mar-2012
    21           5           7.0120%           212           Units           120               115            1-Dec-2011
    22           7           7.2500%          88,284        Sq. Ft.           94               91             1-Dec-2009
    23           7           6.6000%           123           Units           120               119            1-Apr-2012
    24           7           7.5000%           294           Rooms           120               119            1-Apr-2012
    25           7           7.6000%         230,522        Sq. Ft.          120               119            1-Apr-2012
    26           7           7.2500%         116,029        Sq. Ft.           94               91             1-Dec-2009
    27           0           7.9400%         143,200        Sq. Ft.          239               233            11-Oct-2021
    28           7           7.3750%          65,148        Sq. Ft.          120               120            1-May-2012
    29           7           7.2000%         129,048        Sq. Ft.          120               117            1-Feb-2012
    30           0           7.3400%           348           Units            60               55             11-Dec-2006
   30.1                                        107           Units
   30.2                                         86           Units
   30.3                                         78           Units
   30.4                                         60           Units
   30.5                                         17           Units
    31           5           7.3100%           324            Pads           120               120            1-May-2012
    32           7           6.8000%           412           Units           120               119            1-Apr-2012
    33           5           6.6500%           282           Units           120               116            1-Jan-2012
    34           5           6.7800%          54,000        Sq. Ft.          120               116            1-Jan-2012
    35           0           7.6100%          92,784        Sq. Ft.          120               118            11-Mar-2012
    36           0           7.4200%          61,558        Sq. Ft.          120               120            11-May-2012
    37           5           7.8600%          75,307        Sq. Ft.          120               119            1-Apr-2012
    38          10           6.8900%         151,980        Sq. Ft.          120               119            1-Apr-2012
    39           5           7.2300%         101,618        Sq. Ft.          120               116            1-Jan-2012
    40          10           6.9800%          56,590        Sq. Ft.          120               117            1-Feb-2012
    41           0           7.6100%          63,031        Sq. Ft.          120               116            11-Jan-2012
    42           7           6.5000%           156           Units           120               119            1-Apr-2012
    43           7           7.2500%         117,847        Sq. Ft.           94               91             1-Dec-2009
    44           0           7.5600%          53,269        Sq. Ft.          120               120            11-May-2012
    45           0           7.9400%         541,609        Sq. Ft.          239               233            11-Oct-2021
    46           7           7.2500%          65,844        Sq. Ft.           94               91             1-Dec-2009
    47           7           7.3600%          1,129          Units           120               120            1-May-2012
    48           5           7.1500%         115,190        Sq. Ft.          120               116            1-Jan-2012
    49           7           7.3750%           144           Units           120               117            1-Feb-2012
    50           5           7.4000%          51,799        Sq. Ft.          120               110            1-Jul-2011
    51           7           7.2200%          83,282        Sq. Ft.          120               120            1-May-2012
    52           5           6.7500%          64,722        Sq. Ft.          120               116            1-Jan-2012
    53           5           7.1200%           292           Units           120               114            1-Nov-2011
    54           5           7.7000%          46,836        Sq. Ft.          120               115            1-Dec-2011
    55           5           7.4550%           216           Units           120               110            1-Jul-2011
    56           5           7.3000%          61,923        Sq. Ft.          120               119            1-Apr-2012
    57           5           7.5000%          61,605        Sq. Ft.          120               115            1-Dec-2011
    58           0           7.1300%           129           Units           120               118            11-Mar-2012
    59           5           7.0400%          47,267        Sq. Ft.          120               115            1-Dec-2011
    60           5           6.9000%          44,855        Sq. Ft.          120               115            1-Dec-2011
    61           7           7.0000%          58,174        Sq. Ft.          120               120            1-May-2012
    62           7           6.7300%          59,120        Sq. Ft.          120               117            1-Feb-2012
    63           5           6.9900%           249           Units           120               114            1-Nov-2011
    64           7           7.1800%          44,236        Sq. Ft.          120               118            1-Mar-2012
    65           0           6.9500%           168           Units           120               115            11-Dec-2011
    66           5           7.7700%          46,582        Sq. Ft.          120               116            1-Jan-2012
    67           7           7.4500%          95,260        Sq. Ft.          120               120            1-May-2012
    68           5           7.0100%            90           Units           120               120            1-May-2012
    69           7           7.5500%         144,528        Sq. Ft.          120               116            1-Jan-2012
    70           5           7.7900%          49,773        Sq. Ft.          120               116            1-Jan-2012
    71           5           7.3800%           108           Units           120               116            1-Jan-2012
    72           7           6.8500%           224           Units           120               119            1-Apr-2012
    73           5           7.4400%          77,554        Sq. Ft.          120               116            1-Jan-2012
    74           7           7.2500%          64,381        Sq. Ft.           94               91             1-Dec-2009
    75           0           6.8300%           217            Pads           120               119            11-Apr-2012
    76           5           7.3100%           162            Pads           120               120            1-May-2012
    77           0           6.9000%          23,280        Sq. Ft.          120               115            11-Dec-2011
    78           7           7.2500%          64,155        Sq. Ft.           94               91             1-Dec-2009
    79           7           6.5000%           152           Units           120               119            1-Apr-2012
    80           5           7.0000%            75           Units            60               59             1-Apr-2007
    81           0           7.3300%           299            Pads            60               60             11-May-2007
    82           0           7.5000%          32,580        Sq. Ft.          120               118            11-Mar-2012
    83           7           7.6700%          41,200        Sq. Ft.          120               119            1-Apr-2012
    84           7           7.1600%          25,000        Sq. Ft.          120               120            1-May-2012
    85           5           6.9000%          37,680        Sq. Ft.          120               116            1-Jan-2012
    86           5           6.7400%            57           Units           120               114            1-Nov-2011
    87           7           7.2500%          64,681        Sq. Ft.          120               118            1-Mar-2012
    88           5           7.3600%          33,240        Sq. Ft.          120               115            1-Dec-2011
    89           7           7.6700%          15,120        Sq. Ft.           60               60             1-May-2007
    90           5           7.5700%          35,408        Sq. Ft.          120               116            1-Jan-2012
    91           3           7.1620%          88,300        Sq. Ft.          120               113            1-Oct-2011
   91.1                                       35,500        Sq. Ft.
   91.2                                       13,200        Sq. Ft.
   91.3                                       19,200        Sq. Ft.
   91.4                                       20,400        Sq. Ft.
    92           7           7.2500%          82,010        Sq. Ft.           94               91             1-Dec-2009
    93           5           7.0100%           150           Units            60               56             1-Jan-2007
    94           7           7.0500%          34,087        Sq. Ft.          120               119            1-Apr-2012
    95           5           6.6500%           119           Units           120               115            1-Dec-2011
    96           5           7.5870%          51,420        Sq. Ft.          120               110            1-Jul-2011
    97           7           7.5100%          69,589        Sq. Ft.          120               119            1-Apr-2012
    98           5           6.8400%          15,015        Sq. Ft.          120               114            1-Nov-2011
    99           5           7.4200%         106,717        Sq. Ft.          120               112            1-Sep-2011
   100           7           7.1250%            78           Units           120               118            1-Mar-2012
   101           7           7.2900%          34,144        Sq. Ft.          120               117            1-Feb-2012
   102           5           7.4500%          72,222        Sq. Ft.          120               113            1-Oct-2011
   103           7           7.6250%            90           Units           120               111            1-Aug-2011
   104           0           7.6800%          95,720        Sq. Ft.          120               116            10-Jan-2012
   105           5           7.6000%          14,241        Sq. Ft.          120               116            1-Jan-2012
   106           7           7.2500%          29,987        Sq. Ft.           94               91             1-Dec-2009
   107           5           7.6700%          56,795        Sq. Ft.          120               105            1-Feb-2011
   108           7           7.3300%          55,192        Sq. Ft.          120               117            1-Feb-2012
   109           7           7.3000%         112,000        Sq. Ft.           96               94             1-Mar-2010
   110           7           7.7000%          20,483        Sq. Ft.          120               119            1-Apr-2012
   111           7           7.4300%          13,905        Sq. Ft.          120               117            1-Feb-2012
   112           5           7.7900%          15,251        Sq. Ft.          120               116            1-Jan-2012
   113           5           7.3900%          15,120        Sq. Ft.          120               118            1-Mar-2012
   114           5           7.0600%            44           Units           120               118            1-Mar-2012
   115           7           7.8200%          15,120        Sq. Ft.          120               120            1-May-2012
   116           5           7.0600%            80           Units           120               116            1-Jan-2012
   117           7           7.1700%            96           Units           120               117            1-Feb-2012
   118           5           7.7650%          29,670        Sq. Ft.          120               117            1-Feb-2012
   119           5           7.6000%          16,750        Sq. Ft.          120               114            1-Nov-2011
   120           5           6.6500%            60           Units           120               115            1-Dec-2011
   121           5           7.7250%          26,079        Sq. Ft.          120               117            1-Feb-2012
   122           0           6.9800%           182            Pads           120               116            11-Jan-2012
   123           5           7.4000%          21,350        Sq. Ft.          120               116            1-Jan-2012
   124           5           7.3300%          38,504        Sq. Ft.          120               116            1-Jan-2012
   125           7           7.5000%          20,000        Sq. Ft.          120               118            1-Mar-2012
   126          10           8.4000%          21,398        Sq. Ft.          240               207            1-Aug-2019
   127           5           7.7300%          13,844        Sq. Ft.          120               120            1-May-2012
   128           6           6.8000%            87           Units           120               116            1-Jan-2012
   129           5           8.0500%          9,400         Sq. Ft.          120               120            1-May-2012
   130           7           7.0200%            85           Units           120               117            1-Feb-2012
   131           5           7.6030%          11,681        Sq. Ft.          120               117            1-Feb-2012
   132           5           7.8600%            58           Units           120               109            1-Jun-2011
   133           5           7.5000%          19,567        Sq. Ft.          120               119            1-Apr-2012
   134           7           7.3300%            51           Units           120               117            1-Feb-2012
   135           5           7.4700%          23,288        Sq. Ft.          120               114            1-Nov-2011
   136           7           7.4300%           160            Pads           120               116            1-Jan-2012
   137          10           7.7500%          59,173        Sq. Ft.          120               78             1-Nov-2008
  137.1                                       32,189        Sq. Ft.
  137.2                                       14,984        Sq. Ft.
  137.3                                       12,000        Sq. Ft.
   138           5           6.6500%            40           Units           120               115            1-Dec-2011
   139           6           7.3400%            51           Units           120               116            1-Jan-2012
   140           6           7.3400%            47           Units           120               116            1-Jan-2012
   141           7           7.3300%            30           Units           120               117            1-Feb-2012
   142           5           7.3300%          14,490        Sq. Ft.          240               238            1-Mar-2022
   143          10           7.6500%          19,382        Sq. Ft.          120               75             1-Aug-2008
   144           5           7.4000%          16,500        Sq. Ft.          120               114            1-Nov-2011
   145           5           8.4500%          16,945        Sq. Ft.          120               103            1-Dec-2010
   146           5           7.6000%            15           Units           120               110            1-Jul-2011
   147           7           8.9000%          29,877        Sq. Ft.          120               111            1-Aug-2011
   148          10           8.0500%          10,599        Sq. Ft.          120               85             1-Jun-2009
   149          10           8.4000%          17,099        Sq. Ft.          240               204            1-May-2019
   150          10           8.3500%          21,814        Sq. Ft.          120               87             1-Aug-2009
   151          10           7.9000%          6,216         Sq. Ft.          120               74             1-Jul-2008
   152          10           7.7500%          19,000        Sq. Ft.          120               76             1-Sep-2008
   153          10           7.5000%          10,977        Sq. Ft.          120               77             1-Oct-2008
   154          10           7.5000%          9,840         Sq. Ft.          180               140            1-Jan-2014
   155          10           8.7000%          4,800         Sq. Ft.          120               87             1-Aug-2009
   156          10           7.6500%          4,133         Sq. Ft.          180               139            1-Dec-2013
</TABLE>
<PAGE>
(TABLE CONTINUED)
<TABLE>
<CAPTION>
 MORTGAGE          ORIGINAL            REMAINING                              MASTER                       ANTICIPATED
   LOAN           AMORT TERM          AMORT TERM            GROUND           SERVICING         ARD          REPAYMENT
  NUMBER            (MOS.)              (MOS.)            LEASE (Y/N)        FEE RATE         LOANS            DATE
---------------------------------------------------------------------------------------------------------------------------
<S>               <C>                 <C>                 <C>               <C>               <C>          <C>
    1                360                  359                  N             0.05000%           Y           1-Apr-2012
    2                360                  360                  N             0.05000%           N
    3                360                  360                  N             0.05000%           N
    4                331                  331                  Y             0.11000%           N
    5                360                  347                  N             0.05000%           N
    6                360                  358                  N             0.05000%           N
    7                360                  358                  N             0.05000%           N
    8                360                  357                  N             0.05000%           N
    9                360                  356                  N             0.09500%           N
    10               239                  233                  N             0.05000%           N
    11               360                  358                  N             0.09500%           N
    12               360                  347                  N             0.05000%           N
    13               360                  355                  N             0.05000%           N
    14               360                  360                  N             0.05000%           N
   14.1
   14.2
   14.3
   14.4
    15               324                  317                  N             0.05000%           Y          11-Oct-2011
    16               360                  359                  N             0.05000%           N
    17               360                  354                  N             0.09500%           N
    18               360                  360                  Y             0.05000%           N
    19               300                  268                  Y             0.09500%           N
    20               360                  358                  N             0.05000%           N
    21               360                  360                  N             0.05000%           Y           1-Dec-2011
    22               300                  297                  Y             0.05000%           N
    23               360                  359                  N             0.08500%           N
    24               240                  239                  N             0.05000%           N
    25               360                  359                  Y             0.05000%           N
    26               360                  357                  N             0.05000%           N
    27               239                  233                  N             0.05000%           N
    28               360                  360                  N             0.05000%           N
    29               300                  297                  N             0.05000%           N
    30               360                  355                  N             0.05000%           N
   30.1
   30.2
   30.3
   30.4
   30.5
    31               360                  360                  N             0.05000%           N
    32               360                  360                  N             0.05000%           N
    33               360                  356                  N             0.08500%           N
    34               360                  356                  N             0.05000%           N
    35               360                  358                  Y             0.05000%           N
    36               360                  360                  N             0.05000%           N
    37               360                  359                  N             0.05000%           N
    38               360                  359                  N             0.05000%           N
    39               360                  356                  N             0.09500%           N
    40               300                  297                  N             0.05000%           N
    41               360                  356                  N             0.05000%           Y          11-Jan-2012
    42               360                  359                  N             0.08500%           N
    43               360                  357                  N             0.05000%           N
    44               360                  360                  N             0.05000%           N
    45               239                  233                  N             0.05000%           N
    46               360                  357                  N             0.05000%           N
    47               300                  300                  N             0.05000%           N
    48               360                  356                  N             0.05000%           N
    49               360                  357                  N             0.05000%           N
    50               360                  350                  N             0.05000%           N
    51               360                  360                  N             0.05000%           N
    52               360                  356                  N             0.05000%           N
    53               360                  354                  N             0.05000%           N
    54               360                  355                  N             0.09500%           N
    55               300                  290                  N             0.05000%           N
    56               360                  359                  N             0.05000%           N
    57               360                  355                  N             0.05000%           N
    58               360                  358                  N             0.05000%           N
    59               360                  355                  N             0.05000%           N
    60               360                  355                  N             0.05000%           N
    61               360                  360                  N             0.05000%           N
    62               300                  297                  N             0.05000%           N
    63               360                  354                  N             0.05000%           N
    64               360                  358                  N             0.05000%           Y           1-Mar-2012
    65               300                  295                  N             0.05000%           N
    66               360                  356                  N             0.05000%           N
    67               360                  360                  N             0.05000%           N
    68               360                  360                  N             0.05000%           N
    69               360                  356                  Y             0.07500%           N
    70               360                  356                  N             0.05000%           N
    71               360                  356                  N             0.05000%           N
    72               360                  359                  N             0.05000%           N
    73               360                  356                  N             0.05000%           N
    74               360                  357                  N             0.05000%           N
    75               360                  359                  N             0.05000%           N
    76               360                  360                  N             0.05000%           N
    77               360                  355                  N             0.05000%           N
    78               360                  357                  N             0.05000%           N
    79               360                  359                  N             0.08500%           N
    80               360                  359                  N             0.05000%           N
    81               360                  360                  N             0.05000%           Y          11-May-2007
    82               300                  298                  N             0.05000%           N
    83               360                  359                  N             0.05000%           N
    84               360                  360                  N             0.05000%           N
    85               360                  356                  N             0.05000%           N
    86               360                  354                  N             0.11000%           N
    87               300                  298                  N             0.05000%           N
    88               360                  355                  N             0.05000%           N
    89               360                  360                  N             0.05000%           Y           1-May-2007
    90               300                  296                  N             0.05000%           N
    91               360                  353                  N             0.05000%           N
   91.1
   91.2
   91.3
   91.4
    92               300                  297                  N             0.05000%           N
    93               300                  296                  N             0.05000%           N
    94               360                  359                  N             0.05000%           N
    95               300                  295                  N             0.05000%           N
    96               360                  350                  N             0.09500%           N
    97               360                  359                  N             0.05000%           N
    98               360                  354                  N             0.05000%           N
    99               360                  352                  N             0.05000%           N
   100               360                  358                  N             0.05000%           N
   101               300                  297                  N             0.05000%           N
   102               360                  353                  N             0.05000%           N
   103               360                  351                  N             0.05000%           N
   104               300                  296                  N             0.05000%           N
   105               360                  356                  N             0.05000%           N
   106               300                  297                  N             0.05000%           N
   107               360                  345                  N             0.05000%           N
   108               300                  297                  N             0.05000%           N
   109               180                  178                  N             0.05000%           N
   110               360                  359                  N             0.05000%           Y           1-Apr-2012
   111               300                  297                  N             0.05000%           Y           1-Feb-2012
   112               360                  356                  N             0.05000%           N
   113               360                  358                  N             0.05000%           N
   114               360                  358                  N             0.05000%           N
   115               360                  360                  N             0.05000%           Y           1-May-2012
   116               360                  356                  N             0.11500%           N
   117               360                  357                  N             0.05000%           N
   118               360                  357                  Y             0.05000%           N
   119               360                  354                  N             0.05000%           N
   120               360                  355                  N             0.05000%           N
   121               360                  357                  N             0.09500%           N
   122               180                  176                  N             0.05000%           N
   123               360                  356                  N             0.05000%           N
   124               360                  356                  N             0.05000%           N
   125               276                  274                  N             0.05000%           Y           1-Mar-2012
   126               240                  207                  N             0.05000%           N
   127               300                  300                  N             0.05000%           N
   128               360                  356                  N             0.05000%           N
   129               360                  360                  N             0.05000%           N
   130               330                  327                  N             0.05000%           N
   131               360                  357                  N             0.05000%           N
   132               360                  349                  N             0.05000%           N
   133               360                  359                  N             0.05000%           N
   134               300                  297                  N             0.05000%           N
   135               360                  354                  N             0.05000%           N
   136               360                  356                  N             0.05000%           N
   137               216                  174                  N             0.05000%           N
  137.1
  137.2
  137.3
   138               360                  355                  N             0.05000%           N
   139               360                  356                  N             0.05000%           N
   140               360                  356                  N             0.05000%           N
   141               300                  297                  N             0.05000%           N
   142               240                  238                  N             0.05000%           N
   143               300                  255                  N             0.05000%           N
   144               360                  354                  N             0.05000%           N
   145               300                  283                  N             0.05000%           N
   146               360                  350                  N             0.05000%           N
   147               300                  291                  N             0.05000%           N
   148               300                  265                  N             0.05000%           N
   149               240                  204                  N             0.05000%           N
   150               360                  327                  N             0.05000%           N
   151               300                  254                  N             0.05000%           N
   152               300                  256                  N             0.05000%           N
   153               240                  197                  N             0.05000%           N
   154               180                  140                  N             0.05000%           N
   155               240                  207                  N             0.05000%           N
   156               180                  139                  N             0.05000%           N
</TABLE>
<PAGE>
(TABLE CONTINUED)
<TABLE>
<CAPTION>
 MORTGAGE
   LOAN                                                                                  LOAN            ENVIRONMENTAL
  NUMBER                            ADDITIONAL INTEREST RATE                          ORIGINATOR           INSURANCE
-----------------------------------------------------------------------------------------------------------------------
<S>          <C>                                                                   <C>                   <C>
    1                       Greater of initial interest rate + 3% or                   Wachovia                N
                                  US Treasury Yield Index + 3%.
    2                                                                                  Wachovia                Y
    3                                                                                  Wachovia                N
    4                                                                                    GCFP                  N
    5                                                                                    GCFP                  N
    6                                                                                  Wachovia                N
    7                                                                                  Wachovia                N
    8                                                                                  Wachovia                N
    9                                                                                    GCFP                  N
    10                                                                                   NCCI                  N
    11                                                                                   NCCI                  N
    12                                                                                   GCFP                  N
    13                                                                                   GCFP                  N
    14                                                                                 Wachovia                N
   14.1
   14.2
   14.3
   14.4
    15                       Rate plus 5% until final maturity date.                     NCCI                  N
    16                                                                                 Wachovia                N
    17                                                                                   GCFP                  N
    18                                                                                   NCCI                  N
    19                                                                                   GCFP                  N
    20                                                                                 Wachovia                N
    21               Rate plus 1% for first 24 Mos. Rate plus 2% thereafter              GCFP                  N
                                    until final maturity date
    22                                                                                 Wachovia                N
    23                                                                                 Wachovia                N
    24                                                                                 Wachovia                N
    25                                                                                 Wachovia                N
    26                                                                                 Wachovia                N
    27                                                                                   NCCI                  N
    28                                                                                 Wachovia                N
    29                                                                                 Wachovia                N
    30                                                                                   NCCI                  N
   30.1
   30.2
   30.3
   30.4
   30.5
    31                                                                                   AMCC                  N
    32                                                                                 Wachovia                N
    33                                                                                   AMCC                  N
    34                                                                                   GCFP                  N
    35                                                                                   NCCI                  N
    36                                                                                   NCCI                  N
    37                                                                                   AMCC                  N
    38                                                                                 Wachovia                N
    39                                                                                   GCFP                  N
    40                                                                                 Wachovia                N
    41                       Rate plus 2% until final maturity date.                     NCCI                  N
    42                                                                                 Wachovia                N
    43                                                                                 Wachovia                N
    44                                                                                   NCCI                  N
    45                                                                                   NCCI                  N
    46                                                                                 Wachovia                N
    47                                                                                 Wachovia                N
    48                                                                                   GCFP                  N
    49                                                                                 Wachovia                N
    50                                                                                   GCFP                  N
    51                                                                                 Wachovia                N
    52                                                                                   GCFP                  N
    53                                                                                   GCFP                  N
    54                                                                                   GCFP                  N
    55                                                                                   GCFP                  N
    56                                                                                   AMCC                  N
    57                                                                                   GCFP                  N
    58                                                                                   NCCI                  N
    59                                                                                   GCFP                  N
    60                                                                                   GCFP                  N
    61                                                                                 Wachovia                N
    62                                                                                 Wachovia                N
    63                                                                                   GCFP                  N
    64         Greater of 2.50% over the current coupon or 2.50% over                  Wachovia                N
               the 10 YR Treasury (%), with increases of .25% per year
               thereafter, and the interest rate also recalculates annually
               during the hyper-am period increases 0.25% each year.
    65                                                                                   NCCI                  N
    66                                                                                   GCFP                  N
    67                                                                                 Wachovia                N
    68                                                                                   AMCC                  N
    69                                                                                 Wachovia                Y
    70                                                                                   GCFP                  N
    71                                                                                   AMCC                  N
    72                                                                                 Wachovia                N
    73                                                                                   GCFP                  N
    74                                                                                 Wachovia                N
    75                                                                                   NCCI                  N
    76                                                                                   AMCC                  N
    77                                                                                   NCCI                  N
    78                                                                                 Wachovia                N
    79                                                                                 Wachovia                N
    80                                                                                   AMCC                  N
    81         The greater of either 5% in excess of the then existing                   NCCI                  N
               treasury with coterminous maturity, or Rate plus 2%
               until final maturity date.
    82                                                                                   NCCI                  N
    83                                                                                 Wachovia                N
    84                                                                                 Wachovia                N
    85                                                                                   AMCC                  N
    86                                                                                   GCFP                  N
    87                                                                                 Wachovia                N
    88                                                                                   GCFP                  N
    89         Greater of 2.50% over the current coupon or 2.50% over                  Wachovia                N
               the 10 YR Treasury (%), with increases of .25% per year
               thereafter, and the interest rate also recalculates annually
               during the hyper-am period increases 0.25% each year.
    90                                                                                   AMCC                  N
    91                                                                                   GCFP                  N
   91.1
   91.2
   91.3
   91.4
    92                                                                                 Wachovia                Y
    93                                                                                   AMCC                  N
    94                                                                                 Wachovia                N
    95                                                                                   GCFP                  N
    96                                                                                   GCFP                  N
    97                                                                                 Wachovia                N
    98                                                                                   GCFP                  N
    99                                                                                   GCFP                  N
   100                                                                                 Wachovia                N
   101                                                                                 Wachovia                N
   102                                                                                   GCFP                  N
   103                                                                                 Wachovia                N
   104                                                                                 Wachovia                N
   105                                                                                   GCFP                  N
   106                                                                                 Wachovia                N
   107                                                                                   AMCC                  N
   108                                                                                 Wachovia                N
   109                                                                                 Wachovia                N
   110         Greater of 2.50% over the current coupon or 2.50% over                  Wachovia                N
               the 10 YR Treasury (%), with increases of .25% per year
               thereafter, and the interest rate also recalculates annually
               during the hyper-am period increases 0.25% each year.
   111         Greater of 2.50% over the current coupon or 2.50% over                  Wachovia                N
               the 10 YR Treasury (%), with increases of .25% per year
               thereafter, and the interest rate also recalculates annually
               during the hyper-am period increases 0.25% each year.
   112                                                                                   GCFP                  N
   113                                                                                   AMCC                  N
   114                                                                                   AMCC                  N
   115         Greater of 2.50% over the current coupon or 2.50% over                  Wachovia                N
               the 10 YR Treasury (%), with increases of .25% per year
               thereafter, and the interest rate also recalculates annually
               during the hyper-am period increases 0.25% each year.
   116                                                                                   AMCC                  N
   117                                                                                 Wachovia                N
   118                                                                                   GCFP                  N
   119                                                                                   GCFP                  N
   120                                                                                   GCFP                  N
   121                                                                                   GCFP                  N
   122                                                                                   NCCI                  N
   123                                                                                   AMCC                  N
   124                                                                                   AMCC                  N
   125                           Greater of 3% plus Note Rate or                       Wachovia                N
                                    3% plus Treasury Constant
   126                                                                                   AMCC                  N
   127                                                                                   AMCC                  N
   128                                                                                   AMCC                  N
   129                                                                                   AMCC                  N
   130                                                                                 Wachovia                N
   131                                                                                   GCFP                  N
   132                                                                                   GCFP                  N
   133                                                                                   AMCC                  N
   134                                                                                 Wachovia                N
   135                                                                                   GCFP                  N
   136                                                                                 Wachovia                N
   137                                                                                   AMCC                  N
  137.1
  137.2
  137.3
   138                                                                                   GCFP                  N
   139                                                                                   AMCC                  N
   140                                                                                   AMCC                  N
   141                                                                                 Wachovia                N
   142                                                                                   AMCC                  N
   143                                                                                   AMCC                  N
   144                                                                                   GCFP                  N
   145                                                                                   AMCC                  N
   146                                                                                   AMCC                  N
   147                                                                                 Wachovia                N
   148                                                                                   AMCC                  N
   149                                                                                   AMCC                  N
   150                                                                                   AMCC                  N
   151                                                                                   AMCC                  N
   152                                                                                   AMCC                  N
   153                                                                                   AMCC                  N
   154                                                                                   AMCC                  N
   155                                                                                   AMCC                  N
   156                                                                                   AMCC                  N
</TABLE>
<PAGE>
(TABLE CONTINUED)
<TABLE>
<CAPTION>
                   CROSS
               COLLATERALIZED
 MORTGAGE        AND CROSS                                               INTEREST
   LOAN          DEFAULTED              DEFEASANCE          SECURED       RESERVE
  NUMBER         LOAN FLAG                 LOAN              BY LC         LOAN           LOCKBOX          REMIC LOAN
---------------------------------------------------------------------------------------------------------------------------
<S>            <C>                      <C>                 <C>          <C>             <C>               <C>

    1                                        Y                 N             Y           Springing
    2                                        Y                 N             Y           Springing
    3                                        Y                 N             Y
    4                               Y(after YM Period)         N             Y             Day 1
    5                                        N                 N             Y             Day 1
    6                                        Y                 N             Y           Springing
    7                                        Y                 N             Y           Springing
    8                                        Y                 N             Y
    9                                        Y                 N             Y
    10                                       Y                 N             Y             Day 1
    11                                       Y                 N             Y
    12                                       Y                 N             Y             Day 1
    13                                       Y                 N             Y
    14                                       Y                 N             Y           Springing
   14.1
   14.2
   14.3
   14.4
    15                                       Y                 N             Y             Day 1
    16                                       Y                 N             Y           Springing
    17                                       Y                 N             Y             Day 1
    18                                       Y                 N             Y
    19                                       Y                 N             Y                                  Y
    20                                       Y                 N             Y
    21                                       N                 Y             Y           Springing
    22       Abbey Portfolio II              Y                 N             Y           Springing
    23                                       Y                 N             Y
    24                                       Y                 N             Y
    25                                       Y                 N             Y
    26       Abbey Portfolio I               Y                 N             Y           Springing
    27                                       Y                 N             Y             Day 1
    28                                       Y                 N             Y
    29                                       Y                 N             Y
    30                                       Y                 N             Y
   30.1
   30.2
   30.3
   30.4
   30.5
    31                                       Y                 N             Y
    32                                       N                 N             Y
    33                                       Y                 N             Y
    34                                       N                 N             Y           Springing
    35                                       Y                 N             Y
    36                                       Y                 N             Y           Springing
    37                                       N                 N             Y
    38                                       Y                 N             Y
    39                                       Y                 N             Y
    40                                       Y                 N             Y           Springing
    41                                       Y                 N             Y           Springing
    42                                       Y                 N             Y
    43       Abbey Portfolio I               Y                 N             Y           Springing
    44                                       Y                 N             Y
    45                                       Y                 N             Y             Day 1
    46       Abbey Portfolio I               Y                 N             Y           Springing
    47                                       Y                 N             Y
    48                                       Y                 N             Y
    49                                       Y                 N             Y
    50                                       N                 N             Y
    51                                       Y                 N             Y
    52                                       N                 N             Y           Springing
    53                                       Y                 N             Y             Day 1
    54                                       Y                 N             Y
    55                                       Y                 N             Y
    56                                       Y                 N             Y
    57                                       N                 N             Y
    58                                       Y                 N             Y
    59                                       Y                 N             Y
    60                                       Y                 N             Y
    61                                       Y                 N             Y
    62                                       Y                 N             Y
    63                                       N                 N             Y
    64                                       Y                 N             Y           Springing
    65                                       Y                 N             Y           Springing
    66                                       Y                 N             Y
    67                                       Y                 N             Y
    68                                       N                 N             Y
    69                                       Y                 N             Y
    70                                       N                 N             Y
    71                                       Y                 N             Y
    72                                       Y                 N             Y
    73                                       N                 N             Y
    74       Abbey Portfolio II              Y                 N             Y           Springing
    75                                       Y                 N             Y
    76                                       Y                 N             Y
    77                                       Y                 N             Y
    78       Abbey Portfolio II              Y                 N             Y           Springing
    79                                       Y                 N             Y
    80                                       Y                 N             Y
    81                                       Y                 N             Y
    82                                       Y                 N             Y
    83                                       Y                 N             Y
    84                                       Y                 N             Y
    85                                       Y                 N             Y
    86                                       Y                 N             Y
    87                                       Y                 N             Y
    88                                       N                 N             Y
    89                                       Y                 N             Y           Springing
    90                                       Y                 N             Y
    91                                       Y                 N             Y             Day 1
   91.1
   91.2
   91.3
   91.4
    92       Abbey Portfolio II              Y                 N             Y           Springing
    93                                       Y                 N             Y
    94                                       Y                 N             Y
    95                                       Y                 N             Y
    96                                       Y                 N             Y
    97                                       Y                 N             Y
    98                                       Y                 N             Y
    99                                       Y                 N             Y
   100                                       Y                 N             Y
   101                                       Y                 N             Y
   102                                       Y                 N             Y
   103                                       Y                 N             Y
   104                                       Y                 N             Y             Day 1
   105                                       N                 N             Y
   106       Abbey Portfolio I               Y                 N             Y           Springing
   107                                       Y                 N             Y
   108                                       Y                 N             Y
   109                                       Y                 N             Y             Day 1
   110                                       Y                 N             Y           Springing
   111                                       Y                 N             Y             Day 1
   112                                       Y                 N             Y
   113                                       Y                 N             Y
   114                                       Y                 N             Y
   115                                       Y                 N             Y           Springing
   116                                       Y                 N             Y
   117                                       Y                 N             Y
   118                                       Y                 N             Y
   119                                       Y                 N             Y
   120                                       Y                 N             Y
   121                                       Y                 N             Y
   122                                       Y                 N             Y
   123                                       Y                 N             Y
   124                                       Y                 N             Y
   125                                       Y                 N             Y           Springing
   126                                       N                 N
   127                                       Y                 N             Y             Day 1
   128                                       Y                 N             Y
   129                                       Y                 N             Y
   130                                       Y                 N             Y
   131                                       Y                 N             Y
   132                                       Y                 N             Y
   133                                       N                 N             Y
   134                                       Y                 N             Y
   135                                       Y                 N             Y
   136                                       Y                 N             Y
   137                                       N                 N             Y
  137.1
  137.2
  137.3
   138                                       Y                 N             Y
   139                                       Y                 N             Y
   140                                       Y                 N             Y
   141                                       Y                 N             Y
   142                                       N                 N             Y
   143                                       N                 N             Y
   144                                       Y                 N             Y
   145                                       Y                 N             Y
   146                                       Y                 N             Y
   147                                       Y                 N             Y
   148                                       N                 N             Y
   149                                       N                 N
   150                                       N                 N             Y
   151                                       N                 N             Y
   152                                       N                 N             Y
   153                                       N                 N             Y
   154                                       N                 N
   155                                       N                 N             Y           Springing
   156                                       N                 N
</TABLE>

<PAGE>

                                   EXHIBIT C-1

                Schedule of Exceptions to Mortgage File Delivery

                  Wachovia Commercial Mortgage Securities Inc.
          Commercial Mortgage Pass Through Certificates Series 2002-C1


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Loan ID        Originator        Property Name   Document   Ex Code   Exception Description    Comments
--------------------------------------------------------------------------------------------------------------
<S>            <C>               <C>             <C>        <C>       <C>                      <C>
--------------------------------------------------------------------------------------------------------------

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

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

--------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                   EXHIBIT C-2

                         FORM OF CUSTODIAL CERTIFICATION

                                                                          [Date]

Wachovia Bank, National Association
301 South College Street
One Wachovia Center
Charlotte, North Carolina  28288

Greenwich Capital Financial Products, Inc.
600 Steamboat Road
Greenwich, Connecticut  06830

Nomura Credit & Capital, Inc.
2 World Financial Center
Building B
New York, New York  10281-1198

Artesia Mortgage Capital Corporation
1180 NW Maple Street
Suite 202
Issaquah, Washington  98027

Wachovia Commercial Mortgage Securities, Inc.
301 South College Street
One Wachovia Center
Charlotte, North Carolina 28288
Attention:  Barry Reiner

Wachovia Bank, National Association
8739 Research Drive - URP4, NC 1075
Charlotte, North Carolina 28262-1075

Attention:  Wachovia Bank Commercial Mortgage Trust
            Commercial Mortgage Pass-Through Certificates, Series 2002-C1

Lennar Partners, Inc.
760 NW 107th Avenue
Miami, Florida 33172
            Re:  Wachovia Bank Commercial Mortgage Trust
                 Commercial Mortgage Pass-Through Certificates, Series 2002-C1

Ladies and Gentlemen:

     Wells Fargo Bank Minnesota, N.A., as Trustee, hereby certifies to the above
referenced parties that, with respect to each Mortgage Loan listed in the
Mortgage Loan Schedule, except as specifically identified in the schedule of
exceptions annexed hereto, (i) without regard to the proviso in the definition
of "Mortgage File," all documents specified in clauses (i), (ii), (iv)(a), (v)
and (vii), and to the extent provided in the related Mortgage File and actually
known by a Responsible Officer of the Trustee to be required, clauses (iii),
(iv)(b), (iv)(c), (vi), (viii) and (ix)(a) of the definition of "Mortgage File"
are in its possession, (ii) all documents delivered or caused to be delivered by
the applicable Mortgage Loan Seller constituting the related Mortgage File have
been reviewed by it and appear regular on their face and appear to relate to
such Mortgage Loan, (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule for such
Mortgage Loan with respect to the items specified in clauses (v) and (vi)(c) of
the definition of "Mortgage Loan Schedule" is correct (iv) solely with respect
to the Companion Loans, all documents specified in clause (xii) of the
definition of Mortgage File are in its possession, and (v) solely with respect
to the ED Loan, the original or a copy of the ED Loan REMIC Declaration are in
its possession. Further, with respect to the documents described in clause
(viii) of the definition of Mortgage File, absent actual knowledge to the
contrary or copies of UCC Financing Statements delivered to the Trustee as part
of the Mortgage File indicating otherwise, the Trustee may assume, for purposes
of the certification delivered in Section 2.02(a) of the Pooling and Servicing
Agreement, that the related Mortgage File should include one state level UCC
Financing Statement filing in the state of incorporation of the Mortgagor for
each Mortgaged Property (or with respect to any Mortgage Loan that has two or
more Mortgagors, for each Mortgagor). The UCC Financing Statements to be
assigned to the Trust will be delivered by the related Mortgage Loan Seller to
the Trustee on the new national forms, in recordable form and completed pursuant
to Revised Article IX of the UCC. The Trustee will submit such UCC Financing
Statements for filing in the state of incorporation as so indicated on the
documents provided.

     None of the Trustee, the Master Servicer, the Special Servicer or any
Custodian is under any duty or obligation to inspect, review or examine any of
the documents, instruments, certificates or other papers relating to the
Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, enforceable, in recordable form, sufficient or appropriate
for the represented purpose or that they are other than what they purport to be
on their face. Capitalized terms used herein and not otherwise defined shall
have the respective meanings assigned to them under the Pooling and Servicing
Agreement.

                                             Respectfully,



                                             ___________________________________

                                             Name:______________________________
                                             Title: ____________________________

<PAGE>

                                   EXHIBIT D-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                                                          [Date]

Wells Fargo Bank Minnesota, N.A.
1015 10th Avenue S.E.
Minneapolis, Minnesota 55414

Attn:  Corporate Trust Services (CMBS)-Mortgage Document Custody
Re:    Wachovia Bank Commercial Mortgage Trust,
       Commercial Mortgage Pass-Through Certificates, Series 2002-C1

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 May 11, 2002
(the "Pooling and Servicing Agreement"), by and among Wachovia Commercial
Mortgage Securities, Inc., as Depositor, Wachovia Bank, National Association, as
Master Servicer, Lennar Partners, Inc., as Special Servicer, and you, as
Trustee, the undersigned hereby requests a release of the Mortgage File (or the
portion thereof specified below) held by you with respect to the following
described Mortgage Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

     The Mortgage File should be delivered to the following:

                                             ___________________________________
                                             ___________________________________
                                             ___________________________________

                                             Attn: _____________________________
                                             Phone:_____________________________

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting file (or portion thereof):

_____ 1.   Mortgage Loan paid in full.

           The Master Servicer hereby certifies that
           all amounts received in connection with the
           Mortgage Loan that are required to be
           credited to the Certificate Account pursuant
           to the Pooling and Servicing Agreement have
           been or will be so credited.

_____ 2.   Other.  (Describe)

           ______________________________________________________________
           ______________________________________________________________

     The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently.

     Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                             WACHOVIA BANK, NATIONAL
                                             ASSOCIATION, as Master Servicer



                                             By:________________________________
                                                Name:___________________________
                                                Title:__________________________

<PAGE>

                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

[Date]

Wells Fargo Bank Minnesota, N.A.
1015 10th Avenue S.E.
Minneapolis, Minnesota 55414

Attn: Corporate Trust Services (CMBS)-Mortgage Document Custody
Re:   Wachovia Bank Commercial Mortgage Trust,
      Commercial Mortgage Pass-Through Certificates, Series 2002-C1

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 May 11, 2002
(the "Pooling and Servicing Agreement"), by and among Wachovia Commercial
Mortgage Securities, Inc., as Depositor, Wachovia Bank, National Association, as
Master Servicer, Lennar Partners, Inc., as Special Servicer, and you, as
Trustee, the undersigned hereby requests a release of the Mortgage File (or the
portion thereof specified below) held by you with respect to the following
described Mortgage Loan for the reason indicated below.

Property Name:

Property Address:

Control No.:

     The Mortgage File should be delivered to the following:



                                             ___________________________________
                                             ___________________________________
                                             ___________________________________
                                             Attn: _____________________________
                                             Phone:_____________________________

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting file (or portion thereof):

______1.   The Mortgage Loan is being foreclosed.

_____ 2.   Other.  (Describe)

           ______________________________________________________________
           ______________________________________________________________

     The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan is being foreclosed, in which case the Mortgage File (or such portion
thereof) will be returned when no longer required by us for such purpose.

     Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                             LENNAR PARTNERS, INC.
                                             as Special Servicer



                                             By:________________________________
                                                Name:___________________________
                                                Title:__________________________

<PAGE>

                                    EXHIBIT E

                 CALCULATION OF NOI/DEBT SERVICE COVERAGE RATIOS

     "Net Cash Flow" shall mean the revenue derived from the use and operation
of a Mortgaged Property less operating expenses (such as utilities,
administrative expenses, repairs and maintenance, tenant improvement costs,
leasing commissions, management fees and advertising), fixed expenses (such as
insurance, real estate taxes and, if applicable, ground lease payments) and
replacement reserves and an allowance for vacancies and credit losses. Net Cash
Flow does not reflect interest expenses and non-cash items such as depreciation
and amortization, and generally does not reflect capital expenditures, but does
reflect reserves for replacements and an allowance for vacancies and credit
losses.

     In determining vacancy for the "revenue" component of Net Cash Flow for
each Rental Property, the Special Servicer shall rely on the most recent rent
roll supplied by the related borrower and where the actual vacancy shown thereon
and the market vacancy is less than 1%, the Special Servicer shall assume a 1%
vacancy in determining revenue from rents, except that in the case of certain
anchored shopping centers, space occupied by anchor or single tenants or other
large tenants shall be disregarded in performing the vacancy adjustment due to
the length of the related leases or creditworthiness of such tenants, in
accordance with the respective Mortgage Loan Seller's underwriting standards.
Where the actual or market vacancy was not less than 5.0%, the Special Servicer
shall determine revenue from rents by generally relying on the most recent roll
supplied and the greater of (a) actual historical vacancy at the related
Mortgaged Property, and (b) historical vacancy at comparable properties in the
same market as the related Mortgaged Property. In determining rental revenue for
multifamily, self-storage and mobile home park properties, the Special Servicer
shall either review rental revenue shown on the certified rolling 12-month
operating statements or annualized the rental revenue and reimbursement of
expenses shown on rent rolls or operating statements with respect to the prior
one to twelve month periods. For the other Rental Properties, the Special
Servicer shall annualize rental revenue shown on the most recent certified rent
roll, after applying the vacancy factor, without further regard to the terms
(including expiration dates) of the leases shown thereon. In the case of
hospitality properties, gross receipts shall be determined on the basis of
adjusted average occupancy not to exceed 75.0% and daily rates achieved during
the prior two to three year annual reporting period. In the case of residential
health care facilities, receipts shall be based on historical occupancy levels,
historical operating revenues and the then current occupancy rates. Occupancy
rates for private health care facilities shall be within current market ranges
and vacancy levels shall be at a minimum of 1%. In general, any non-recurring
items and non-property related revenue shall be eliminated from the calculation
except in the case of residential health care facilities.

     In determining the "expense" component of Net Cash Flow for each Mortgaged
Property, the Special Servicer shall rely on the rolling 12-month operating
statements and/or full-year or year-to-date financial statements supplied by the
related borrower, except that (a) if tax or insurance expense information more
current than that reflected in the financial statements is available, the newer
information shall be used, (b) with respect to each Mortgaged Property, property
management fees shall be assumed to be 3% to 7% of effective gross revenue
(except with respect to hospitality properties, where a minimum of 3.1% of gross
receipts shall be assumed, and with respect to limited service hospitality
properties, where a minimum of 4.0% of gross receipts shall be assumed and, with
respect to single tenant properties, where fees as low as 3% of effective gross
receipts shall be assumed), (c) assumptions shall be made with respect to
reserves for leasing commission, tenant improvement expenses and capital
expenditures and (d) expenses shall be assumed to include annual replacement
reserves. In addition, in some instances, the Special Servicer may
recharacterize as capital expenditures those items reported by borrowers as
operating expenses (thus increasing "net cash flow") where determined
appropriate.

<PAGE>

                                    EXHIBIT F

                            UPDATED COLLECTION REPORT

Servicer
Wachovia 2002-C1

For the Collection Period Ending:
Master Servicer Remittance Date
UPDATED COLLECTION REPORT

<TABLE>
<CAPTION>
PRIMARY    PROSPECTUS   PRIMARY    SCHEDULED   SCHEDULED    CURRENT    CURRENT    PAID TO DATE    UPDATED   PRIMARY      SUB
SERVICER      LOAN       LOAN      PRINCIPAL   INTEREST    PRINCIPAL   INTEREST        AT         PAID TO   SERVICER   SERVICER
   ID        NUMBER     NUMBER     AMOUNT      AMOUNT      ADVANCE    ADVANCE    DETERMINATION    DATE       FEES       FEES
--------   ----------   -------    ---------   ---------   ---------   --------   -------------   -------   --------   --------
<S>        <C>          <C>         <C>         <C>         <C>        <C>             <C>       <C>        <C>        <C>

</TABLE>

[TABLE CONTINUED]

 MASTER
SERVICER    RETAINED     NET
 FEES         FEES     ADVANCE
--------    --------   -------




<PAGE>


                                   EXHIBIT G-1

                         FORM OF TRANSFEROR CERTIFICATE

                                                                          [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113
Attn:  Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage Trust
       Commercial Mortgage Pass-Through Certificates, Series 2002-C1

       Re:  Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2002-C1 (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 May 23, 2002 (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 May 11, 2002, among Wachovia
Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank, National
Association, as master servicer, Lennar Partners, Inc., as special servicer, and
Wells Fargo Bank Minnesota, N.A., as trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

          1. The Transferor is the lawful owner of the Transferred Certificate
     with the full right to transfer such Certificate free from any and all
     claims and encumbrances whatsoever.

          2. Neither the Transferor nor anyone acting on its behalf has (a)
     offered, transferred, pledged, sold or otherwise disposed of any
     Certificate, any interest in any Certificate or any other similar security
     to any person in any manner, (b) solicited any offer to buy or accepted a
     transfer, pledge or other disposition of any Certificate, any interest in
     any Certificate or any other similar security from any person in any
     manner, (c) otherwise approached or negotiated with respect to any
     Certificate, any interest in any Certificate or any other similar security
     with any person in any manner, (d) made any general solicitation by means
     of general advertising or in any other manner, or (e) taken any other
     action, which (in the case of any of the acts described in clauses (a)
     through (e) hereof) would constitute a distribution of any Certificate
     under the Securities Act of 1933, as amended (the "Securities Act"), or
     would render the disposition of any Certificate a violation of Section 5 of
     the Securities Act or any state securities laws, or would require
     registration or qualification of any Certificate pursuant to the Securities
     Act or any state securities laws.

                                             Very truly yours,



                                             ___________________________________
                                                       (Transferor)



                                             By:________________________________
                                                Name:___________________________
                                                Title:__________________________

<PAGE>

                                   EXHIBIT G-2

                         FORM OF TRANSFEREE CERTIFICATE
                                    FOR QIBs

                                                                          [Date]
Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113
Attn:  Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage Trust
       Commercial Mortgage Pass-Through Certificates, Series 2002-C1

       Re:  Wachovia Bank Commercial  Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2002-C1   (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 May 23, 2002 (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 May 11, 2002, among Wachovia
Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank, National
Association, as master servicer, Lennar Partners, Inc., as special servicer, and
Wells Fargo Bank Minnesota, N.A., as trustee. All terms used herein and not
otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

          1. The Transferee is a "qualified institutional buyer" as that term is
     defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as
     amended (the "Securities Act") and has completed one of the forms of
     certification to that effect attached hereto as Annex 1 and Annex 2. The
     Transferee is aware that the sale to it is being made in reliance on Rule
     144A. The Transferee is acquiring the Transferred Certificate for its own
     account or for the account of a qualified institutional buyer, and
     understands that such Certificate may be resold, pledged or transferred
     only (i) to a person reasonably believed to be a qualified institutional
     buyer that purchases for its own account or for the account of a qualified
     institutional buyer to whom notice is given that the resale, pledge or
     transfer is being made in reliance on Rule 144A, or (ii) pursuant to
     another exemption from registration under the Securities Act.

          2. In the case of a Class A-1, Class A-2, Class A-3, Class A-4, Class
     B, Class C, Class D, Class E, Class F, Class G, Class IO-I or Class IO-II
     Certificates, the Transferee either (A) is not an "employee benefit plan"
     subject to ERISA or a "plan" described by Section 4975(e)(1) of the Code or
     any other retirement plan or other employee benefit plan or arrangement
     subject to any federal, state or local law materially similar to the
     foregoing provisions of ERISA and the Code, or any entity deemed to hold
     plan assets of the foregoing by reason of a plan's investment in such
     entity (each, a "Plan") or (B) (1) qualifies as an accredited investor as
     defined in Rule 501(a)(1) of Regulation D under the Securities Act and
     satisfies all the requirements of the Exemptions as in effect at the time
     of such transfer or (2) is an insurance company general account that is
     eligible for, and satisfies all of the requirements of, Sections I and III
     of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE
     95-60").

          In the case of a Class H, Class J, Class K, Class L, Class M, Class N
     or Class O Certificate, the Transferee either (A) is not an "employee
     benefit plan" subject to Title I of ERISA or a "plan" described by Section
     4975(e)(1) of the Code or any other retirement plan or other employee
     benefit plan or arrangement subject to any federal, state or local law
     materially similar to the foregoing provisions of ERISA and the Code, or
     any entity deemed to hold plan assets of the foregoing by reason of a
     plan's investment in such entity (each, a "Plan") or (B) is an insurance
     company general account which is eligible for, and satisfies all of the
     requirements for, exemptive relief under Sections I and III of Department
     of Labor Prohibited Transaction Class Exemption 95-60 ("PTE 95-60").

          3. The Transferee has been furnished with all information regarding
     (a) the Certificates and distributions thereon, (b) the nature, performance
     and servicing of the Mortgage Loans, (c) the Pooling and Servicing
     Agreement, and (d) any credit enhancement mechanism associated with the
     Certificates, that it has requested.

          4. The Transferee understands that it may not sell or otherwise
     transfer any portion of its interest in the Transferred Certificate except
     in compliance with the provisions of Section 5.02 of the Pooling and
     Servicing Agreement, which provisions it has carefully reviewed, and that
     the Transferred Certificate will bear legends substantially to the
     following effect:

     [In the case of the Unregistered Certificates]: THE CERTIFICATE HAS NOT
     BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
     STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
     WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
     TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
     IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
     SERVICING AGREEMENT REFERRED TO HEREIN.

     -AND-

     [In the case of Class R-I, Class R-II, Class Z-I, Class Z-II or Class
     Z-III]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
     MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED
     BY SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER
     EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL
     LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE,
     OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A
     PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES
     THIS CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING
     CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN
     VIOLATION OF THE FOREGOING.

     [In the case of Class H, Class J, Class K, Class L, Class M, Class N or
     Class O Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST
     THEREIN SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF
     THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")
     OR A "PLAN" DESCRIBED BY SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF
     1986, AS AMENDED (THE "CODE"), OR ANY OTHER RETIREMENT PLAN OR OTHER
     EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL
     LAW MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE,
     OR ANY ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A
     PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "PLAN") UNLESS IT IS AN INSURANCE
     COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR, AND SATISFIES ALL OF THE
     REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION SECTIONS I AND III OF
     DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE
     95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED TO HAVE
     CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL NOT
     TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

          5. Neither the Transferee nor anyone acting on its behalf has (a)
     offered, pledged, sold, disposed of or otherwise transferred any
     Certificate, any interest in any Certificate or any other similar security
     to any person in any manner, (b) solicited any offer to buy or accept a
     pledge, disposition or other transfer of any Certificate, any interest in
     any Certificate or any other similar security from any person in any
     manner, (c) otherwise approached or negotiated with respect to any
     Certificate, any interest in any Certificate or any other similar security
     with any person in any manner, (d) made any general solicitation by means
     of general advertising or in any other manner, or (e) taken any other
     action, that (in the case of any of the acts described in clauses (a)
     through (e) above) would constitute a distribution of any Certificate under
     the Securities Act, would render the disposition of any Certificate a
     violation of Section 5 of the Securities Act or any state securities law or
     would require registration or qualification of any Certificate pursuant
     thereto. The Transferee will not act, nor has it authorized or will it
     authorize any person to act, in any manner set forth in the foregoing
     sentence with respect to any Certificate.

          6. Check one of the following:

     ____ The Transferee is a U.S. Person (as defined below) and it has attached
          hereto an Internal Revenue Service ("IRS") Form W-9 (or successor
          form).

     ____ *The Transferee is not a U.S. Person and under applicable law in
          effect on the date hereof, no taxes will be required to be withheld by
          the Trustee (or its agent) with respect to distributions to be made on
          the Transferred Certificate. The Transferee has attached hereto either
          (i) a duly executed IRS Form W-8 BEN (or successor form), which
          identifies such Transferee as the beneficial owner of the Transferred
          Certificate and states that such Transferee is not a U.S. Person or
          (ii) two duly executed copies of IRS Form W-ECI (or successor form),
          which identify such Transferee as the beneficial owner of the
          Transferred Certificate and state that interest and original issue
          discount on the Transferred Certificate and Permitted Investments is,
          or is expected to be, effectively connected with a U.S. trade or
          business. The Transferee agrees to provide to the Certificate
          Registrar updated [IRS Forms W-8 BEN or] IRS Forms W-ECI, as the case
          may be, any applicable successor IRS forms, or such other
          certifications as the Certificate Registrar may reasonably request, on
          or before the date that any such IRS form or certification expires or
          becomes obsolete, or promptly after the occurrence of any event
          requiring a change in the most recent IRS form of certification
          furnished by it to the Certificate Registrar.

For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State or the District of Columbia,
including any entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).

                                             Very truly yours,



                                             ___________________________________
                                                         (Transferee)



                                             By:________________________________
                                                Name:___________________________
                                                Title:__________________________

___________________
* Does not apply to Class R-I or Class R-II Certificates

<PAGE>

                                                          ANNEX 1 TO EXHIBIT G-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Wells Fargo Bank Minnesota, N.A., as Certificate
Registrar, with respect to the mortgage pass-through certificate being
transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificate (the "Transferee").

     2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) the Transferee owned and/or invested on a discretionary basis
$____________ / _____________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) [Transferee must own
and/or invest on a discretionary basis at least $100,000,000 in securities
unless Transferee is a dealer, and, in that case, Transferee must own and/or
invest on, a discretionary basis at least $10,000,000 in securities.] and (ii)
the Transferee satisfies the criteria in the category marked below.

     ____ Corporation, etc. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), business trust,
          partnership, or any organization described in Section 501(c)(3) of the
          Internal Revenue Code of 1986, as amended.

     ____ Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any State, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the State or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Certificate in the case of a U.S.
          bank, and not more than 18 months preceding such date of sale for a
          foreign bank or equivalent institution.

     ____ Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar institution, which is supervised and
          examined by a State or Federal authority having supervision over any
          such institutions or is a foreign savings and loan association or
          equivalent institution and (b) has an audited net worth of at least
          $25,000,000 as demonstrated in its latest annual financial statements,
          a copy of which is attached hereto, as of a date not more than 16
          months preceding the date of sale of the Certificate in the case of a
          U.S. savings and loan association, and not more than 18 months
          preceding such date of sale for a foreign savings and loan association
          or equivalent institution.

     ____ Broker-dealer. The Transferee is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934.

     ____ Insurance Company. The Transferee is an insurance company whose
          primary and predominant business activity is the writing of insurance
          or the reinsuring of risks underwritten by insurance companies and
          which is subject to supervision by the insurance commissioner or a
          similar official or agency of a State, U.S. territory or the District
          of Columbia.

     ____ State or Local Plan. The Transferee is a plan established and
          maintained by a State, its political subdivisions, or any agency or
          instrumentality of the State or its political subdivisions, for the
          benefit of its employees.

     ____ ERISA Plan. The Transferee is an employee benefit plan within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974, as amended.

     ____ Investment Advisor. The Transferee is an investment advisor registered
          under the Investment Advisers Act of 1940.

     ____ Other. (Please supply a brief description of the entity and a
          cross-reference to the paragraph and subparagraph under subsection
          (a)(1) of Rule 144A pursuant to which it qualifies. Note that
          registered investment companies should complete Annex 2 rather than
          this Annex 1.)

     3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.

     4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934.

     5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the parties to which this certification is being made are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee may be in reliance on Rule 144A.

     ________           ________           Will the Transferee be purchasing the
       Yes                 No              the Transferred Certificate only for
                                           the Transferee's own account?

     6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Transferee is a bank or savings and loan
as provided above, the Transferee agrees that it will furnish to such parties
any updated annual financial statements that become available on or before the
date of such purchase, promptly after they become available.

                                             Print Name of Transferee



                                             By:________________________________
                                                Name:___________________________
                                                Title:__________________________
                                                Date:___________________________

<PAGE>

                                                          ANNEX 2 TO EXHIBIT G-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Wells Fargo Bank Minnesota, N.A., as Certificate
Registrar, with respect to the mortgage pass-through certificate being
transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificate (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933 ("Rule 144A") because the Transferee is
part of a Family of Investment Companies (as defined below), is an executive
officer of the investment adviser (the "Adviser").

     2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

     ____ The Transferee owned and/or invested on a discretionary basis $ in
          securities (other than the excluded securities referred to below) as
          of the end of the Transferee's most recent fiscal year (such amount
          being calculated in accordance with Rule 144A).

     ____ The Transferee is part of a Family of Investment Companies which owned
          in the aggregate $ in securities (other than the excluded securities
          referred to below) as of the end of the Transferee's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

     In the case of a Class R-I, Class R-II, Class Z-I, Class Z-II or Class
Z-III Certificate, the Transferee is not an "employee benefit plan" subject to
Title I of ERISA or a "plan" described by Section 4975(e)(1) of the Code or any
other retirement plan or other employee benefit plan or arrangement subject to
any federal, state or local law materially similar to the foregoing provisions
of ERISA and the Code, or any entity deemed to hold plan assets of the foregoing
by reason of a plan's investment in such entity (each, a "Plan").

     3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

     4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.

     5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

     ________          ________           Will the Transferee be purchasing the
       Yes                No              Transferred Certificate only for the
                                          Transferee's own account?

     6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificate will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.

                                             Print Name of Transferee or Adviser



                                             By:      __________________________
                                                      Name:_____________________
                                                      Title:____________________

<PAGE>

                                   EXHIBIT G-3

                         FORM OF TRANSFEREE CERTIFICATE

                                  FOR NON-QIBs

                                                                          [Date]
Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113
Attn:  Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage Trust,
       Commercial Mortgage Pass-Through Certificates, Series 2002-C1

       Re:  Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2002-C1   (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 May 23, 2002 (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 May 11, 2002, among Wachovia
Commercial Mortgage Securities, Inc., as depositor (the "Depositor"), Wachovia
Bank, National Association, as master servicer, Lennar Partners, Inc., as
special servicer, and Wells Fargo Bank Minnesota, N.A., as trustee . All terms
used herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

     1. The Transferee is acquiring the Transferred Certificate for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

     2. The Transferee understands that (a) the Certificates have not been and
will not be registered under the Securities Act or registered or qualified under
any applicable state securities laws, (b) neither the Depositor nor the Trustee
or the Certificate Registrar is obligated so to register or qualify the
Certificates and (c) the Certificates may not be resold or transferred unless
they are (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in transactions which are exempt from such registration and
qualification and the Certificate Registrar has received either (A)
certifications from both the transferor and the transferee (substantially in the
forms attached to the Pooling and Servicing Agreement) setting forth the facts
surrounding the transfer or (B) an opinion of counsel satisfactory to the
Certificate Registrar with respect to the availability of such exemption (which
Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with
copies of the certification(s) from the Transferor and/or Transferee setting
forth the facts surrounding the transfer upon which such opinion is based. Any
holder of a Certificate desiring to effect such a transfer shall, and upon
acquisition of such Certificate shall be deemed to have agreed to, indemnify the
Trustee, the Certificate Registrar and the Depositor against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

     3. The Transferee understands that it may not sell or otherwise transfer
any portion of its interest in the Transferred Certificate except in compliance
with the provisions of Section 5.02 of the Pooling and Servicing Agreement,
which provisions it has carefully reviewed, and that the Transferred Certificate
will bear legends substantially to the following effect:

     [In the case of Unregistered Certificates]: THE CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     -AND-

     [In the case of Class R-I, Class R-II, Class Z-I, Class Z-II or Class Z-III
Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE
MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO ERISA OR A "PLAN" DESCRIBED BY
SECTION 4975(e)(1) OF THE CODE OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE
BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY
ENTITY DEEMED TO HOLD PLAN ASSETS OF THE FOREGOING BY REASON OF A PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "PLAN"). EACH PERSON WHO ACQUIRES THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE
SATISFIED, AND THAT IT WILL NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE
FOREGOING.

     [In the case of Class H, Class J, Class K, Class L, Class M, Class N or
Class O Certificates]: NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE MADE TO ANY "EMPLOYEE BENEFIT PLAN" SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A "PLAN"
DESCRIBED BY SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR ANY OTHER RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW MATERIALLY SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA AND THE CODE, OR ANY ENTITY DEEMED TO HOLD PLAN
ASSETS OF THE FOREGOING BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A
"PLAN") UNLESS IT IS AN INSURANCE COMPANY GENERAL ACCOUNT WHICH IS ELIGIBLE FOR,
AND SATISFIES ALL OF THE REQUIREMENTS FOR, EXEMPTIVE RELIEF UNDER SECTION
SECTIONS I AND III OF DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 ("PTE 95-60"). EACH PERSON WHO ACQUIRES THIS CERTIFICATE SHALL BE DEEMED
TO HAVE CERTIFIED THAT THE FOREGOING CONDITIONS ARE SATISFIED, AND THAT IT WILL
NOT TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

     4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) solicited any offer to buy or accept a pledge, disposition or other
transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of any
Certificate under the Securities Act, would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law or would require registration or qualification of any Certificate
pursuant thereto. The Transferee will not act, nor has it authorized or will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to any Certificate.

     5. The Transferee has been furnished with all information regarding (a) the
Depositor, (b) the Certificates and distributions thereon, (c) the Pooling and
Servicing Agreement, and (d) all related matters, that it has requested.

     6. The Transferee has been furnished a copy of the Private Placement
Memorandum dated May 14, 2002 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 E, Class F, Class G, Class IO-I or Class IO-II
Certificates, the Transferee either (A) is not an "employee benefit plan"
subject to ERISA or a "plan" described by Section 4975(e)(1) of the Code or any
other retirement plan or other employee benefit plan or arrangement subject to
any federal, state or local law materially similar to the foregoing provisions
of ERISA and the Code, or any entity deemed to hold plan assets of the foregoing
by reason of a plan's investment in such entity (each, a "Plan") or (B) (1)
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
under the Securities Act and satisfies all the requirements of the Exemptions as
in effect at the time of such transfer or (2) is an insurance company general
account that is eligible for, and satisfies all of the requirements for,
Sections I and III of Department of Labor Prohibited Transaction Class Exemption
95-60 ("PTE 95-60"). In the case of Class H, Class J, Class K, Class L, Class M,
Class N and Class O Certificates, the Transferee either (A) is not an "employee
benefit plan" subject to Title I of ERISA or a "plan" described by Section
4975(e)(1) of the Code, or any other retirement plan or other employee benefit
plan or arrangement subject to any federal, state or local law materially
similar to the foregoing provisions of ERISA and the Code, or any entity deemed
to hold plan assets of the foregoing by reason of a plan's investment in such
entity (each, a "Plan") or (B) is an insurance company general account which is
eligible for, and satisfies all of the requirements for, exemptive relief under
Sections I and III of Department of Labor Prohibited Transaction Class Exemption
("PTE 95-60").

     9. Check one of the following:

     ____ The Transferee is a U.S. Person (as defined below) and it has attached
          hereto an Internal Revenue Service ("IRS") Form W-9 (or successor
          form).

     ____ *The Transferee is not a U.S. Person and under applicable law in
          effect on the date hereof, no taxes will be required to be withheld by
          the Trustee (or its agent) with respect to distributions to be made on
          the Transferred Certificate. The Transferee has attached hereto either
          (i) a duly executed IRS Form W-8 BEN (or successor form), which
          identifies such Transferee as the beneficial owner of the Transferred
          Certificate and states that such Transferee is not a U.S. Person or
          (ii) two duly executed copies of IRS Form W-ECI (or successor form),
          which identify such Transferee as the beneficial owner of the
          Transferred Certificate and state that interest and original issue
          discount on the Transferred Certificate and Permitted Investments is,
          or is expected to be, effectively connected with a U.S. trade or
          business. The Transferee agrees to provide to the Certificate
          Registrar updated [IRS Forms W-8 BEN or] IRS Forms W-ECI, as the case
          may be, any applicable successor IRS forms, or such other
          certifications as the Certificate Registrar may reasonably request, on
          or before the date that any such IRS form or certification expires or
          becomes obsolete, or promptly after the occurrence of any event
          requiring a change in the most recent IRS form of certification
          furnished by it to the Certificate Registrar.

For this purpose, "U.S. Person" means a citizen or resident of the United
States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State or the District of Columbia,
including any entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).

___________________
*Does not apply to Class R-I or Class R-II Certificates.

                                             Very truly yours,



                                               _________________________________
                                                         (Transferee)



                                               By:______________________________
                                                  Name:_________________________
                                                  Title:________________________

<PAGE>

                                    EXHIBIT H

                   FORM OF PROSPECTIVE TRANSFEREE CERTIFICATE

                                                                          [Date]

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113
Attn:  Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage Trust
       Commercial Mortgage Pass-Through Certificates, Series 2002-C1

       Re:  Wachovia Bank Commercial Mortgage Trust,
            Commercial Mortgage Pass-Through Certificates,
            Series 2002-C1  (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 May
23, 2002 (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 May 11, 2002 (the "Pooling and Servicing
Agreement"), among Wachovia Commercial Mortgage Securities, Inc., as depositor,
Wachovia Bank, National Association, as master servicer, and Wells Fargo Bank
Minnesota, N.A., as trustee (the "Trustee"). Capitalized terms used but not
defined herein shall have the meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you that:

     In the case of a Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class
C, Class D, Class E, Class F, Class G, Class IO-I or Class IO-II Certificate,
the Transferee either (A) is not an "employee benefit plan" subject to ERISA or
a "plan" described by Section 4975(e)(1) of the Code or any other retirement
plan or other employee benefit plan or arrangement subject to any federal, state
or local law materially similar to the foregoing provisions of ERISA and the
Code, or any entity deemed to hold plan assets of the foregoing by reason of a
plan's investment in such entity (each, a "Plan") or (B) (1) qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D under the
Securities Act and satisfies all the requirements of the Exemptions as in effect
at the time of such transfer or (2) is an insurance company general account that
is eligible for, and satisfies all of the requirements for, Sections I and III
of Department of Labor Prohibited Transaction Class Exemption 95-60 ("PTE
95-60").

     In the case of a Class H, Class J, Class K, Class L, Class M, Class N, or
Class O Certificate, the Transferee either (A) is not an "employee benefit plan"
subject to Title I of ERISA or a "plan" described by Section 4975(e)(1) of the
Code, or any other retirement plan or other employee benefit plan or arrangement
subject to any federal, state or local law materially similar to the foregoing
provisions of ERISA and the Code, or any entity deemed to hold plan assets of
the foregoing by reason of a plan's investment in such entity (each, a "Plan")
or (B) (1) 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 (2) has provided a certification of facts and Opinion of Counsel
(which Opinion of Counsel shall not be an expense of the Trustee, Trust or
Certificate Registrar) on which the Trustee may conclusively rely, that such
transfer will not result in the imposition of an excise tax under Section 4975
of the Code.

     In the case of a Class R-I, Class R-II, Class Z-I, Class Z-II or Class
Z-III Certificate, the Transferee is not an "employee benefit plan" subject to
Title I of ERISA or a "plan" described by Section 4975(e)(1) of the Code or any
other retirement plan or other employee benefit plan or arrangement subject to
any federal, state or local law materially similar to the foregoing provisions
of ERISA and the Code, or any entity deemed to hold plan assets of the foregoing
by reason of a plan's investment in such entity (each, a "Plan").

     IN WITNESS WHEREOF, the undersigned has executed this certificate as of the
date first written above.



                                             ___________________________________
                                                     [Name of Transferee]



                                             By:________________________________
                                                Name:___________________________
                                                Title:__________________________

<PAGE>

                                   EXHIBIT I-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

                        PURSUANT TO SECTION 5.02(d)(i)(2)

STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )

     [NAME OF OFFICER], being first duly sworn, deposes, and represents and
warrants:

          1. That he is a [Title of Officer] of [Name of Owner] (the "Owner"), a
     corporation duly organized and existing under the laws of the [State of
     ___________] [the United States], and the owner of the Wachovia Commercial
     Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates,
     Series 2002-C1, 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 May 11, 2002, among Wachovia Commercial
     Mortgage Securities, Inc., as Depositor, Wachovia Bank, National
     Association, as Master Servicer, Lennar Partners, Inc., as Special
     Servicer, and Wells Fargo Bank Minnesota, N.A., as Trustee.

          2. That the Owner (i) is and will be a "Permitted Transferee" as of
     ________, _______ and (ii) is acquiring the Class [R-I] [R-II] Certificates
     for its own account or for the account of another Owner from which it has
     received an affidavit in substantially the same form as this affidavit. A
     "Permitted Transferee" is any person other than a "disqualified
     organization", a Plan or a Non-United States Person. For this purpose, a
     "disqualified organization" means any of the following: (i) the United
     States or a possession thereof, any State or any political subdivision
     thereof, or any agency or instrumentality of any of the foregoing (other
     than an instrumentality which is a corporation if all of its activities are
     subject to tax and, except of the FHLMC, a majority of its board of
     directors is not selected by such governmental unit), (ii) a foreign
     government, international organization, or any agency or instrumentality of
     either of the foregoing, (iii) any organization (except certain farmers'
     cooperatives described in Section 521 of the Internal Revenue Code of 1986,
     as amended (the "Code")) which is exempt from the tax imposed by Chapter 1
     of the Code (unless such organization is subject to the tax imposed by
     Section 511 of the Code on unrelated business taxable income), (iv) rural
     electric and telephone cooperatives described in Section 1381 of the Code
     or (v) any other Person so designated by the Trustee or Certificate
     Registrar based upon an Opinion of Counsel that the holding of an Ownership
     Interest in a Class [R-I] [R-II] Certificate by such Person may cause the
     Trust Fund or any Person having an Ownership Interest in any Class of
     Certificates, other than such Person, to incur a liability for any federal
     tax imposed under the Code that would not otherwise be imposed but for the
     Transfer of an Ownership Interest in a Class [R-I] [R-II] Certificate to
     such Person. The terms "United States", "State" and "international
     organization" shall have the meanings set forth in Section 7701 of the Code
     or successor provisions.

     A "Non-United States Person" is any Person other than a United States
     Person. A "United States Person" is a citizen or resident of the United
     States, a corporation or partnership (including an entity treated as a
     corporation or partnership for federal income tax purposes) created or
     organized in, or under the laws of the United States, any State or the
     District of Columbia unless, in the case of a partnership, Treasury
     Regulations are adopted that provide otherwise, an estate whose income is
     includable in gross income for United States federal tax income purposes
     regardless of its source, or a trust if a court within the United States is
     able to exercise primary supervision over the administration of the trust
     and one or more United States Persons have the authority to control all
     substantial decisions of the trust, all within the meaning of Section
     7701(a)(30) of the Code.

          3. That the Owner is aware (i) of the tax that would be imposed on
     transfers of the Class [R-I] [R-II] Certificates to disqualified
     organizations under the Code that applies to all transfers of the Class
     [R-I] [R-II] Certificates after March 31, 1988; (ii) that such tax would be
     on the transferor, or, if such transfer is through an agent (which person
     includes a broker, nominee or middleman) for a disqualified organization
     Transferee, on the agent; (iii) that the person otherwise liable for the
     tax shall be relieved of liability for the tax if the transferee furnishes
     to such person an affidavit that the transferee is not a disqualified
     organization and, at the time of transfer, such person does not have actual
     knowledge that the affidavit is false; and (iv) that the Class [R-I] [R-II]
     Certificates may be "noneconomic residual interests" within the meaning of
     Treasury regulation section 1.860E-1(c)(2) and that the transferor of a
     "noneconomic residual interest" will remain liable for any taxes due with
     respect to the income on such residual interest, unless no significant
     purpose of the transfer is to enable the transferor to impede the
     assessment or collection of tax.

          4. That the Owner is aware of the tax imposed on a "pass-through
     entity" holding the Class [R-I] [R-II] Certificates if at any time during
     the taxable year of the pass-through entity a non-Permitted Transferee is
     the record holder of an interest in such entity. For this purpose, a "pass
     through entity" includes a regulated investment company, a real estate
     investment trust or common trust fund, a partnership, trust or estate, and
     certain cooperatives.

          5. That the Owner is aware that the Certificate Registrar will not
     register the transfer of any Class [R-I] [R-II] Certificate unless the
     transferee, or the transferee's agent, delivers to the Trustee, among other
     things, an affidavit in substantially the same form as this affidavit. The
     Owner expressly agrees that it will not consummate any such transfer if it
     knows or believes that any of the representations contained in such
     affidavit and agreement are false.

          6. That the Owner consents to any additional restrictions or
     arrangements that shall be deemed necessary upon advice of counsel to
     constitute a reasonable arrangement to ensure that the Class [R-I] [R-II]
     Certificates will only be owned, directly or indirectly, by Permitted
     Transferees.

          7. That the Owner's taxpayer identification number is _____________.

          8. That the Owner has reviewed the restrictions set forth on the face
     of the Class [R-I] [R-II] Certificates and the provisions of Section 5.02
     of the Pooling and Servicing Agreement under which the Class [R-I] [R-II]
     Certificates were issued (and, in particular, the Owner is aware that such
     Section authorizes the Trustee to deliver payments to a person other than
     the Owner and negotiate a mandatory sale by the Trustee in the event that
     the Owner holds such Certificate in violation of Section 5.02); and that
     the Owner expressly agrees to be bound by and to comply with such
     restrictions and provisions.

          9. That the Owner is not acquiring and will not transfer the Class
     [R-I] [R-II] Certificates in order to impede the assessment or collection
     of any tax.

          10. That the Owner has historically paid its debts as they have come
     due, intends to continue to pay its debts as they come due in the future,
     and anticipates that it will, so long as it holds any of the Class [R-I]
     [R-II] Certificates, have sufficient assets to pay any taxes owed by the
     holder of such Class [R-I] [R-II] Certificates.

          11. That the Owner has no present knowledge that it may become
     insolvent or subject to a bankruptcy proceeding for so long as it holds any
     of the Class [R-I] [R-II] Certificates.

          12. That the Owner has no present knowledge or expectation that it
     will be unable to pay any United States taxes owed by it so long as any of
     the Certificates remain outstanding. In this regard, the Owner hereby
     represents to and for the benefit of the Person from whom it acquired the
     Class [R-I] [R-II] Certificates that the Owner intends to pay taxes
     associated with holding the Class [R-I] [R-II] Certificates as they become
     due, fully understanding that it may incur tax liabilities in excess of any
     cash flows generated by the Class [R-I] [R-II] Certificates.

          13. That the Owner is not acquiring the Class [R-I] [R-II]
     Certificates with the intent to transfer any of the Class [R-I] [R-II]
     Certificates to any person or entity that will not have sufficient assets
     to pay any taxes owed by the holder of such Class [R-I] [R-II]
     Certificates, or that may become insolvent or subject to a bankruptcy
     proceeding, for so long as the Class [R-I] [R-II] Certificates remain
     outstanding.

          14. That the Owner will, in connection with any transfer that it makes
     of the Class [R-I] [R-II] Certificates, obtain from its transferee the
     representations required by Section 5.02(d) of the Pooling and Servicing
     Agreement under which the Class [R-I] [R-II] Certificates were issued and
     will not consummate any such transfer if it knows, or knows facts that
     should lead it to believe, that any such representations are false.

          15. That the Owner will, in connection with any transfer that it makes
     of any Class [R-I] [R-II] Certificate, deliver to the Certificate Registrar
     an affidavit, which represents and warrants that it is not transferring
     such Class [R-I] [R-II] Certificate to impede the assessment or collection
     of any tax and that it has no actual knowledge that the proposed
     transferee: (i) has insufficient assets to pay any taxes owed by such
     transferee as holder of such Class [R-I] [R-II] Certificate; (ii) may
     become insolvent or subject to a bankruptcy proceeding, for so long as the
     Class [R-I] [R-II] Certificates remain outstanding; and (iii) is not a
     "Permitted Transferee".

          16. Check the appropriate paragraph, if applicable:

     ____ The Owner has computed any consideration paid to it to acquire the
          Class [R-I] [R-II] Certificate in accordance with proposed U.S.
          Treasury Regulations Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5)
          (or, after they have been finalized, the final regulations) by
          computing present values using a discount rate equal to the applicable
          Federal Rate prescribed by Section 1274(d) of the Code, compounded
          semi-annually.

     ____ The Owner has computed any consideration paid to it to acquire the
          Class [R-I] [R-II] Certificate in accordance with the proposed U.S.
          Treasury Regulations Sections 1.860E-1(a)(4)(iii) and 1.860E-1(c)(5)
          (or, after they have been finalized, the final regulations) by
          computing present values using a discount rate at least equal to the
          rate at which the Owner regularly borrows, in the ordinary course of
          its trade or business, substantial funds from unrelated third parties.
          The Owner has provided all information necessary to demonstrate to the
          transferor that it regularly borrows at such rate.

     ____ The transfer of the Class [R-I] [R-II] Certificate complies with
          Section 6 of Revenue Procedure 2001-12 (the "Revenue Procedure"),
          2001-3 I.R.B. 335 (January 16, 2001) (or comparable provisions of
          applicable final U.S. Treasury Regulations) and, accordingly,

          (i)  the Owner is an "eligible corporation," as defined in Section
               860L(a)(2) of the Code, as to which income from Class [R-I]
               [R-II] Certificate will only be taxed in the United States;

          (ii) at the time of the transfer, and at the close of the Owner's two
               fiscal years preceding the year of the transfer, the Owner had
               gross assets for financial reporting purposes (excluding any
               obligation of a person related to the Owner within the meaning of
               Section 860L(g) of the Code) in excess of the $100 million and
               net assets in excess of $10 million;

          (iii) the Owner will transfer the Class [R-I] [R-II] Certificate only
               to another "eligible corporation," as defined in Section
               860(a)(2) of the Code, in a transaction that satisfies the
               requirements of Section 4 of the Revenue Procedure; and

          (iv) the Owner determined the consideration paid to it to acquire the
               Class [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.

     ____ [RESERVED]


     IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on
its behalf, by its [Title of Officer] and Authorized Signatory, attested by its
Assistant Secretary, this ____ day of _____, ___.

                                             [NAME OF OWNER]



                                             By:      __________________________
                                                      [Name of Officer]
                                                      [Title of Officer]



_______________________________
   [Assistant] Secretary

     Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be [Title of Officer], and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Owner.

     Subscribed and sworn before me this ____ day of _____, _____.



                                             ___________________________________
                                                        NOTARY PUBLIC



                                             COUNTY OF _________________________
                                             STATE OF __________________________


                                             My Commission expires the
                                             ____ day of ___________, ____.

<PAGE>

                                   EXHIBIT I-2

                         FORM OF TRANSFEROR CERTIFICATE

                        PURSUANT TO SECTION 5.02(d)(i)(4)

                                                                          [Date]
Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113
Attn:  Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage Trust
       Commercial Mortgage Pass-Through Certificates, Series 2002-C1

       Re:  Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
            Pass-Through Certificates, Series 2002-C1, 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 May 11, 2002, among
Wachovia Commercial Mortgage Securities, Inc., as depositor, Wachovia Bank,
National Association, as master servicer, Lennar Partners, Inc., as special
servicer, and Wells Fargo Bank Minnesota, N.A., as trustee. All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby represents and warrants
to you, as Certificate Registrar, that:

          1. No purpose of the Transferor relating to the transfer of the Class
     [R-I] [R-II] Certificates by the Transferor to the Transferee is or will be
     to impede the assessment or collection of any tax.

          2. The Transferor understands that the Transferee has delivered to you
     a Transfer Affidavit and Agreement in the form attached to the Pooling and
     Servicing Agreement as Exhibit I-1. The Transferor does not know or believe
     that any representation contained therein is false.

          3. The Transferor at the time of this transfer either (i) has
     conducted a reasonable investigation of the financial condition of the
     Transferee as contemplated by Treasury regulation section 1.860E-1(c)(4)(i)
     and, as a result of that investigation, the Transferor has determined that
     the Transferee has historically paid its debts as they became due and has
     found no significant evidence to indicate that the Transferee will not
     continue to pay its debts as they become due in the future.

          4. The Transferor understands that the transfer of the Class [R-I]
     [R-II] Certificates may not be respected for United States income tax
     purposes (and the Transferor may continue to be liable for United States
     income taxes associated therewith) unless the tests described above in
     Paragraph 3(i) or 3(ii) have been met as to any transfer.

                                             Very truly yours,



                                             By:________________________________
                                                Name:___________________________
                                                Title:__________________________

<PAGE>

                                   EXHIBIT J-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT

                                                                          [Date]

Standard & Poor's Rating Services
55 Water Street
New York, New York 10041

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007

Ladies and Gentlemen:

     This notice is being delivered pursuant to Section 6.09 of the Pooling and
Servicing Agreement dated as of May 11, 2002 relating to Wachovia Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2002-C1
(the "Agreement"). Any term with initial capital letters not otherwise defined
in this notice has the meaning given such term in the Agreement.

     Notice is hereby given that the Holders of Certificates evidencing a
majority of the Voting Rights allocated to the Controlling Class have designated
___________________ to serve as the Special Servicer under the Agreement.

     The designation of ____________________ as Special Servicer will become
final if certain conditions are met and on the date you will deliver to Wells
Fargo Bank Minnesota, N.A., the trustee under the Agreement (the "Trustee"), a
written confirmation stating that the appointment of the person designated to
become the Special Servicer will not result in the qualification, downgrading or
withdrawal of the rating or ratings assigned to one or more Classes of the
Certificates.

     Please acknowledge receipt of this notice by signing the enclosed copy of
this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.

                                             Very truly yours,

                                              WELLS FARGO BANK MINNESOTA, N.A.



                                              By:_______________________________
                                              Title:____________________________



Receipt and acknowledged:


Standard & Poor's Rating Services           Moody's Investors Service, Inc.


  By:  ____________________________         By:  _______________________________

  Title:  _________________________         Title:  ____________________________

  Date:  __________________________         Date:  _____________________________

<PAGE>

                                   EXHIBIT J-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER


                                                                          [Date]

Wells Fargo Bank Minnesota, N.A
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attn:  Wachovia Bank, National Association, Series 2002-C1

Ladies & Gentlemen:

     Pursuant to Section 6.09 of the Pooling and Servicing Agreement dated as of
May 11, 2002 relating to Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2002-C1 (the "Agreement"), the
undersigned hereby agrees with all the other parties to the Agreement that the
undersigned shall serve as Special Servicer under, and as defined in, the
Agreement. The undersigned hereby acknowledges that, as of the date hereof, it
is and shall be a party to the Agreement and bound thereby to the full extent
indicated therein in the capacity of Special Servicer. The undersigned hereby
makes, as of the date hereof, the representations and warranties set forth in
Section 3.23(b) of the Agreement as if it were the Special Servicer thereunder.



                                             ___________________________________



                                             By:________________________________
                                                Name: __________________________
                                                Title: _________________________

<PAGE>

                                    EXHIBIT K

                           FORM OF CMSA PROPERTY FILE
                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                              CMSA "PROPERTY" FILE
                              (DATA RECORD LAYOUT )
                             Cross Referenced as "P"

<TABLE>
<CAPTION>
-----------------------------       ------------------------------------------------------------------------------------------------
        SPECIFICATION                                                      DESCRIPTION/COMMENTS
-----------------------------       ------------------------------------------------------------------------------------------------
<S>                                 <C>
Acceptable Media Types              Magnetic Tape, Diskette, Electronic Transfer
Character Set                       ASCI
Field Delineation                   Comma
Density (Bytes-Per-Inch)            1600 or 6250
Magnetic Tape Label                 None (unlabeled)
Magnetic Tape Blocking Factor       10285 (17 records per block)
Physical Media Label                Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking Factor;
                                      Record Length
Return Address Label                Required for return of physical media (magnetic tape or diskette)
-----------------------------       ------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
--------------------------------------------       -----------------------------------------------
                                                    FIELD                                  FORMAT
                 FIELD NAME                        NUMBER             TYPE                 EXAMPLE
--------------------------------------------       -----------------------------------------------
<S>                                                <C>               <C>                  <C>
Transaction Id                                       1                 AN                 XXX97001
Loan ID                                              2                 AN                 XXX9701A
Prospectus Loan ID                                   3                 AN                    123
Property ID                                          4                 AN                 1001-001
Distribution Date                                    5                 AN                 YYYYMMDD
Cross-Collateralized Loan Grouping                   6                 AN                   Text
Property Name                                        7                 AN                   Text
Property Address                                     8                 AN                   Text
Property City                                        9                 AN                   Text
Property State                                       10                AN                    FL
Property Zip Code                                    11                AN                   30303
Property County                                      12                AN                   Text
Property Type Code                                   13                AN                    MF
Year Built                                           14                AN                   YYYY
Year Last Renovated                                  15                AN                   YYYY
Net Square Feet At Contribution                      16              Numeric                25000
# Of Units/Beds/Rooms At Contribution                17              Numeric                 75
Property Status                                      18                AN                     1
Allocated Percentage of Loan at Contribution         19              Numeric                0.75
</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>

--------------------------------------------       --------------------------------------------------------------------------------
                 FIELD NAME                                                      DESCRIPTION/COMMENTS
--------------------------------------------       --------------------------------------------------------------------------------
<S>                                                <C>
Transaction Id                                     Unique Issue Identification Mnemonic
Loan ID                                            Unique Servicer Loan Number Assigned To Each Collateral Item In A Pool
Prospectus Loan ID                                 Unique Identification Number Assigned To Each Collateral Item In The Prospectus
Property ID                                        Should contain Prospectus ID and property identifier, e.g., 1001-001, 1000-002
Distribution Date                                  Date Payments  Made To Certificateholders
Cross-Collateralized Loan Grouping                 All Loans With The Same Value Are Crossed,
                                                   For example : "X02-1" would be populated in this field for all related loans,
                                                   "X02-2" would be populated for the next group of related loans.
Property Name
Property Address
Property City
Property State
Property Zip Code
Property County
Property Type Code
Year Built
Year Last Renovated
Net Square Feet At Contribution                    RT, IN, WH, OF, MU, OT
# Of Units/Beds/Rooms At Contribution              MF, MH, LO,MU, HC, SS
Property Status                                    1=FCL, 2=REO, 3=Defeased, 4=Partial Release, 5= Released, 6= Same as at
                                                   Contribution
Allocated Percentage of Loan at Contribution       Issuer to allocate loan % attributable to property for multi-property loans
</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
--------------------------------------------      -------------
                                                    LOAN FIELD
                 FIELD NAME                         REFERENCE
--------------------------------------------      -------------
<S>                                                <C>
Transaction Id                                       S1, L1
Loan ID                                              S3, L3
Prospectus Loan ID                                   S4, L4
Property ID
Distribution Date                                      L5
Cross-Collateralized Loan Grouping                     S75
Property Name                                          S55
Property Address                                       S56
Property City                                          S57
Property State                                         S58
Property Zip Code                                      S59
Property County                                        S60
Property Type Code                                     S61
Year Built                                             S64
Year Last Renovated
Net Square Feet At Contribution                        S62
# Of Units/Beds/Rooms At Contribution                  S63
Property Status
Allocated Percentage of Loan at Contribution
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------   ------            --------                 ----------
                                                   FIELD                                        FORMAT
                     FIELD NAME                    NUMBER             TYPE                      EXAMPLE
------------------------------------------------   ------            --------                 ----------
<S>                                                <C>               <C>                      <C>
Current Allocated Percentage                         20              Numeric                     0.75
Current Allocated Ending Scheduled Loan Amount       21              Numeric                  5900900.00
Ground Lease (Y/S/N)                                 22                AN                          N
Total Reserve Balance                                23              Numeric                   25000.00
Most Recent Appraisal Date                           24                AN                      YYYYMMDD
Most Recent Appraisal Value                          25              Numeric                  1000000.00
Date Asset Expected to Be Resolved or Foreclosed     26                AN                      YYYYMMDD
Foreclosure Date                                     27                AN                      YYYYMMDD
REO Date                                             28                AN                      YYYYMMDD
Most Recent Physical Occupancy                       29              Numeric                     0.75
Occupancy As of Date                                 30                AN                      YYYYMMDD
Date Lease Rollover Review                           31                AN                      YYYYMMDD
% Sq. Feet expiring 1-12 months                      32              Numeric                      0.2
% Sq. Feet  expiring 13-24 months                    33              Numeric                      0.2
% Sq. Feet expiring 25-36 months                     34              Numeric                      0.2
% Sq. Feet  expiring 37-48 months                    35              Numeric                      0.2
% Sq. Feet  expiring 49-60 months                    36              Numeric                      0.2
Largest Tenant                                       37                AN                        Text
Square Feet of Largest Tenant                        38              Numeric                     15000
2nd Largest Tenant                                   39                AN                        Text
Square Feet of 2nd Largest Tenant                    40              Numeric                     15000
3rd Largest Tenant                                   41                AN                        Text
Square Feet of 3rd Largest Tenant                    42              Numeric                     15000
Fiscal Year End Month                                43              Numeric                      MM
Contribution Financials As Of Date                   44                AN                      YYYYMMDD
Revenue At Contribution                              45              Numeric                  1000000.00
Operating Expenses At Contribution                   46              Numeric                  1000000.00
NOI At Contribution                                  47              Numeric                  1000000.00
DSCR (NOI) At Contribution                           48              Numeric                      1.5
Appraisal Value At Contribution                      49              Numeric                  1000000.00
Appraisal Date At Contribution                       50                AN                      YYYYMMDD
Physical Occupancy At Contribution                   51              Numeric                      0.9
Date of Last Inspection                              52                AN                      YYYYMMDD
Preceding Fiscal Year Financial As of Date           53                AN                      YYYYMMDD
Preceding Fiscal Year Revenue                        54              Numeric                  1000000.00
Preceding Fiscal Year Operating Expenses             55              Numeric                  1000000.00
Preceding Fiscal Year NOI                            56              Numeric                  1000000.00
Preceding Fiscal Yr Debt Service Amount              57              Numeric                  1000000.00
Preceding Fiscal Year DSCR (NOI)                     58              Numeric                      1.3
Preceding Fiscal Year Physical Occupancy             59              Numeric                      0.9
Second Preceding FY Financial As of Date             60                AN                      YYYYMMDD
Second Preceding Fiscal Year Revenue                 61              Numeric                  1000000.00
Second Preceding FY Operating Expenses               62              Numeric                  1000000.00
Second Preceding Fiscal Year NOI                     63              Numeric                  1000000.00
Second Preceding FY Debt Service Amount              64              Numeric                  1000000.00
Second Preceding Fiscal Year DSCR (NOI)              65              Numeric                      1.3
Second Preceding FY Physical Occupancy               66              Numeric                      0.9
Property Contribution Date                           67                AN                      YYYYMMDD
Most Recent Revenue                                  68              Numeric                  1000000.00
Most Recent Operating Expenses                       69              Numeric                  1000000.00
Most Recent NOI                                      70              Numeric                  1000000.00
Most Recent Debt Service Amount                      71              Numeric                  1000000.00
Most Recent DSCR (NOI)                               72              Numeric                     2.55
Most Recent Financial As of Start Date               73                AN                      YYYYMMDD
Most Recent Financial As of End Date                 74                AN                      YYYYMMDD
Most Recent Financial Indicator                      75                AN                       T or Y
NCF At Contribution                                  76              Numeric                  1000000.00
DSCR (NCF) At Contribution                           77              Numeric                      1.5
Preceding Fiscal Year NCF                            78              Numeric                  1000000.00
Preceding Fiscal Year DSCR (NCF)                     79              Numeric                     2.55
Second Preceding FY NCF                              80              Numeric                  1000000.00
Second Preceding FY DSCR (NCF)                       81              Numeric                     2.55
Most Recent NCF                                      82              Numeric                  1000000.00
Most Recent DSCR (NCF)                               83              Numeric                     2.55
NOI/NCF Indicator                                    84                AN                        Text
Deferred Maintenance Flag                            85                AN                          N
</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>

                     FIELD NAME                                               DESCRIPTION/COMMENTS
-------------------------------------------------    ------------------------------------------------------------------------------
<S>                                                  <C>
Current Allocated Percentage                         Maintained by servicer. If not supplied in by Issuer or Underwriter, use
                                                     Underwritting NOI or NCF to calculate
Current Allocated Ending Scheduled Loan Amount       Calculation based on Current Allocated Percentage and Current Ending Scheduled
                                                     Principal Balance (L7) for associated loan.
Ground Lease (Y/S/N)                                 Either Y=Yes, S=Subordinate, N= No ground lease
Total Reserve Balance                                For Maintenance, Repairs, & Environmental. (Excludes Tax & Insurance Escrows).
                                                     An amount should be printed if the value in Setup Fi
Most Recent Appraisal Date
Most Recent Appraisal Value
Date Asset Expected to Be Resolved or Foreclosed     Could be different dates for different properties. If in Foreclosure -
                                                     Expected Date of Foreclosure and if REO - Expected Sale Date.
Foreclosure Date
REO Date
Most Recent Physical Occupancy
Occupancy As of Date                                 Typically should be the effective date of the Rent Roll
Date Lease Rollover Review                           Roll over review to be completed every 12 months
% Sq. Feet expiring 1-12 months                      Apply to Property Types - RT, IN, WH, OF, MU, OT
% Sq. Feet  expiring 13-24 months                    Apply to Property Types - RT, IN, WH, OF, MU, OT
% Sq. Feet expiring 25-36 months                     Apply to Property Types - RT, IN, WH, OF, MU, OT
% Sq. Feet  expiring 37-48 months                    Apply to Property Types - RT, IN, WH, OF, MU, OT
% Sq. Feet  expiring 49-60 months                    Apply to Property Types - RT, IN, WH, OF, MU, OT
Largest Tenant                                       For Office, WH, Retail, Industrial, Other or Mixed Use, as applicable
Square Feet of Largest Tenant
2nd Largest Tenant                                   For Office, WH, Retail, Industrial, Other or Mixed Use, as applicable
Square Feet of 2nd Largest Tenant
3rd Largest Tenant                                   For Office, WH, Retail, Industrial, Other or Mixed Use, as applicable
Square Feet of 3rd Largest Tenant
Fiscal Year End Month                                Needed to indicate month ending for borrower's Fiscal Year.  For example : "12
Contribution Financials As Of Date
Revenue At Contribution                              Should match the prospectus if available. At the Property Level
Operating Expenses At Contribution                   Should match the prospectus if available. At the Property Level
NOI At Contribution                                  Should match the prospectus if available. At the Property Level
DSCR (NOI) At Contribution                           Should match the prospectus if available.
Appraisal Value At Contribution
Appraisal Date At Contribution
Physical Occupancy At Contribution
Date of Last Inspection                              Date of last physical site inspection
Preceding Fiscal Year Financial As of Date
Preceding Fiscal Year Revenue
Preceding Fiscal Year Operating Expenses
Preceding Fiscal Year NOI
Preceding Fiscal Yr Debt Service Amount              Calculate using P20(percentage) to get the allocated amount for each property
Preceding Fiscal Year DSCR (NOI)                     Uses the property NOI and the allocated debt service amount
Preceding Fiscal Year Physical Occupancy
Second Preceding FY Financial As of Date
Second Preceding Fiscal Year Revenue
Second Preceding FY Operating Expenses
Second Preceding Fiscal Year NOI
Second Preceding FY Debt Service Amount              Calculate using P20(percentage) to get the allocated amount for each property
Second Preceding Fiscal Year DSCR (NOI)              Uses the property NOI and the allocated debt service amount
Second Preceding FY Physical Occupancy
Property Contribution Date                           Date Property was contributed
Most Recent Revenue                                  Most Recent Revenue
Most Recent Operating Expenses                       Most Recent Operating Expenses
Most Recent NOI                                      Most Recent Net Operating Income
Most Recent Debt Service Amount                      Calculate using P20(percentage) to get the allocated amount for each property
Most Recent DSCR (NOI)                               Uses the property NOI and the allocated debt service amount
Most Recent Financial As of Start Date               Start date used to calculate Most Recent information either YTD or trailing 12
                                                     months
Most Recent Financial As of End Date                 End date used to calculate Most Recent information either YTD or trailing 12
                                                     months
Most Recent Financial Indicator                      T= Trailing 12 months Y = Year to Date
NCF At Contribution                                  Net Cash Flow At Contribution.   Should match the prospectus if available.
DSCR (NCF) At Contribution                           DSCR At Contribution using NCF to calculate.   Should match the prospectus if
                                                     available.
Preceding Fiscal Year NCF                            Preceding Fiscal Year Net Cash Flow related to Financial As of Date P53.
Preceding Fiscal Year DSCR (NCF)                     Preceding Fiscal Yr Debt Service Coverage Ratio using NCF related to Financial
                                                     As of Date P53.
Second Preceding FY NCF                              Second Preceding Fiscal Year Net Cash Flow related to Financial As of Date P60
Second Preceding FY DSCR (NCF)                       Second Preceding Fiscal Year Debt Service Coverage Ratio using Net Cash Flow
                                                     related to Financial As of Date P60.
Most Recent NCF                                      Most Recent Net Cash Flow related to Financial As of Date P74.
Most Recent DSCR (NCF)                               Most Recent Debt Service Coverage Ratio using Net Cash Flow related to
                                                     Financial As of Date P74.
NOI/NCF Indicator                                    Indicates how NOI or Net Cash Flow was calculated should be the same for each
                                                     financial period.  See NOI/NCF Indicator Legend.
Deferred Maintenance Flag                            Either Y=Yes or N= No, Deferred Maintenance
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------                ----------
                                                                 LOAN FIELD
                     FIELD NAME                                  REFERENCE
-------------------------------------------------                ----------
<S>                                                              <C>
Current Allocated Percentage
Current Allocated Ending Scheduled Loan Amount                      L7
Ground Lease (Y/S/N)                                                S74
Total Reserve Balance                                               S77
Most Recent Appraisal Date                                          L74
Most Recent Appraisal Value                                         L75
Date Asset Expected to Be Resolved or Foreclosed                    L79
Foreclosure Date                                                    L42
REO Date                                                            L43
Most Recent Physical Occupancy                                      L71
Occupancy As of Date
Date Lease Rollover Review
% Sq. Feet expiring 1-12 months                                     S62
% Sq. Feet  expiring 13-24 months                                   S62
% Sq. Feet expiring 25-36 months                                    S62
% Sq. Feet  expiring 37-48 months                                   S62
% Sq. Feet  expiring 49-60 months                                   S62
Largest Tenant
Square Feet of Largest Tenant
2nd Largest Tenant
Square Feet of 2nd Largest Tenant
3rd Largest Tenant
Square Feet of 3rd Largest Tenant
Fiscal Year End Month
Contribution Financials As Of Date                                  S72
Revenue At Contribution                                             S70
Operating Expenses At Contribution                                  S71
NOI At Contribution                                                 S65
DSCR (NOI) At Contribution                                          S66
Appraisal Value At Contribution                                     S67
Appraisal Date At Contribution                                      S68
Physical Occupancy At Contribution                                  S69
Date of Last Inspection
Preceding Fiscal Year Financial As of Date                          L58
Preceding Fiscal Year Revenue                                       L52
Preceding Fiscal Year Operating Expenses                            L53
Preceding Fiscal Year NOI                                           L54
Preceding Fiscal Yr Debt Service Amount                             L55
Preceding Fiscal Year DSCR (NOI)                                    L56
Preceding Fiscal Year Physical Occupancy                            L57
Second Preceding FY Financial As of Date                            L65
Second Preceding Fiscal Year Revenue                                L59
Second Preceding FY Operating Expenses                              L60
Second Preceding Fiscal Year NOI                                    L61
Second Preceding FY Debt Service Amount                             L62
Second Preceding Fiscal Year DSCR (NOI)                             L63
Second Preceding FY Physical Occupancy                              L64
Property Contribution Date                                          L85
Most Recent Revenue                                                 L66
Most Recent Operating Expenses                                      L67
Most Recent NOI                                                     L68
Most Recent Debt Service Amount                                     L69
Most Recent DSCR (NOI)                                              L70
Most Recent Financial As of Start Date                              L72
Most Recent Financial As of End Date                                L73
Most Recent Financial Indicator                                     L82
NCF At Contribution                                                 S83
DSCR (NCF) At Contribution                                          S84
Preceding Fiscal Year NCF                                           L92
Preceding Fiscal Year DSCR (NCF)                                    L93
Second Preceding FY NCF                                             L94
Second Preceding FY DSCR (NCF)                                      L95
Most Recent NCF                                                     L96
Most Recent DSCR (NCF)                                              L97
NOI/NCF Indicator                                                   L90
Deferred Maintenance Flag
</TABLE>


<TABLE>
<CAPTION>
------------------------------   -----------------------------------------------------------
        PROPERTY TYPES CODE                              NOI/NCF INDICATOR
              LEGEND                                         LEGEND
------------------------------   -----------------------------------------------------------
<S>        <C>                   <C>          <C>
MF         Multifamily           CMSA         Calculated using CMSA standard
RT         Retail                 PSA         Calculated using a definition given in the PSA
HC         Health Care            U/W         Calculated using the underwriting method
IN         Industrial
WH         Warehouse
MH         Mobile Home Park
OF         Office
MU         Mixed Use
LO         Lodging
SS         Self Storage
OT         Other
SE         Securities
</TABLE>

<PAGE>

                                    EXHIBIT L

                   FORM OF COMPARATIVE FINANCIAL STATUS REPORT

                         CMSA INVESTOR REPORTING PACKAGE
                       COMPARATIVE FINANCIAL STATUS REPORT
                               AS OF _____________
                             (PROPERTY LEVEL REPORT)

Operating Information Reflected As NOI____ or NCF______
-----------   ----  -----  -------------  ----------- ---------    -----------
     P4        P9    P10        P52           P21        L8            P57
-----------   ----  -----  -------------  ----------- ---------    -----------
                           Last Property    Current                 Allocated
                             Inspection    Allocated    Paid       Annual Debt
Property ID   City  State       Date      Loan Amount Thru Date      Service
-----------   ----  -----  -------------  ----------- ---------    -----------
                             Yyyymmdd

List all properties currently in deal with or without information largest to
  smallest loan

This report should reflect the information provided in the CMSA Property File
and CMSA Loan Periodic Update File.

-----------   ----  -----  -------------  ----------- ---------    -----------
Total:                                    $                       $
-----------   ----  -----  -------------  ----------- ---------    -----------


-----------   -----------   -----   -------    ----------    ----------
     P4           P44        P51      P45      P47 OR P76    P48 OR P77
-----------   -----------   -----   -------    ----------    ----------
                              ORIGINAL UNDERWRITING
                                   INFORMATION
-----------   -----------   -----   -------    ----------    ----------
Property ID    BASE YEAR
-----------   -----------   -----   -------    ----------    ----------
               Financial
               Info as of            Total
                  Date      % Occ   Revenue    $ NOI/NCF      (1) DSCR
              -----------   -----   -------    ----------    ----------
                yyyymmdd
-----------   -----------   -----   -------    ----------    ----------
Total:        **            WA      $          $             WA
-----------   -----------   -----   -------    ----------    ----------



-----------   ------------  ----  -------    ----------    ----------
     P4           P60       P66     P61      P63 OR P80    P65 OR P81
-----------   ------------  ----  -------    ----------    ----------
                        2ND PRECEDING ANNUAL OPERATING
                                  INFORMATION
-----------   ------------  ----  -------    ----------    ----------
Property ID    AS OF _____                   NORMALIZED
-----------   ------------  ----  -------    ----------    ----------
               Financial
                Info as of   %     Total            $         (1)
                 Date       Occ   Revenue      NOI/NCF        DSCR
              ------------  ----  -------    ----------    ----------
                yyyymmdd
-----------   ------------  ----  -------    ----------    ----------
Total:        WA            $     $          WA
-----------   ------------  ----  -------    ----------    ----------



-----------    --------------  ----    -------   ----------     ----------
     P4             P53        P59      P54      P56 OR P78     P58 OR P79
-----------    --------------  ----    -------   ----------     ----------
                             PRECEDING ANNUAL OPERATING
                                     INFORMATION
-----------    --------------  ----    -------   ----------     ----------
                 AS OF _____                     NORMALIZED
-----------    --------------  ----    -------   ----------     ----------
Property ID    Financial Info    %      Total         $             (1)
                 as of Date     Occ    Revenue     NOI/NCF         DSCR
-----------    --------------  ----    -------   ----------     ----------
               yyyymmdd
-----------    --------------  ----    -------   ----------     ----------
Total:                         WA      $         $              WA
-----------    --------------  ----    -------   ----------     ----------




<TABLE>
<CAPTION>
-----------      -------------  -----------    ----------   -----  -------     ----------    ----------
     P4               P73           P74            P30       P29     P68       P70 OR P82    P72 OR P83
-----------      -------------  -----------    ----------   -----  -------     ----------    ----------
                                               MOST RECENT FINANCIAL
                                                    INFORMATION
                                               *NORMALIZED OR ACTUAL
-----------      -------------  -----------    ----------   -----  -------     ----------    ----------
<S>              <C>            <C>            <C>          <C>    <C>         <C>           <C>
                                               Occ As of            Total
Property ID      FS Start Date  FS End Date       Date      % Occ  Revenue     $ NOI/NCF      (1) DSCR
-----------      -------------  -----------    ----------   -----  -------     ----------    ----------
                 yyyymmdd       yyyymmdd       yyyymmdd
-----------      -------------  -----------    ----------   -----  -------     ----------    ----------
Total:                          WA                                 $           $             WA
-----------      -------------  -----------    ----------   -----  -------     ----------    ----------
</TABLE>



-----------     -----  -------      ----
     P4          (2)
-----------     -----  -------      ----
                         NET CHANGE

                     PRECEDING & BASIS
-----------     -----  -------      ----
                       % Total       (1)
Property ID     % Occ  Revenue      DSCR
----------      -----  -------      ----
Total:          WA     $            WA
----------      -----  -------      ----

___________________
(1) DSCR should match to Operating Statement Analysis Report and is normally
    calculated using NOI or NCF / Debt Service times the allocated loan
    percentage.
(2) Net change should compare the latest year to the Base Year.
* As required by Trust Agreements.
** Weighted Averages should be computed and reflected if the data is relevant
and applicable.

<PAGE>

                                    EXHIBIT M

                            FORM OF REO STATUS REPORT

                         CMSA INVESTOR REPORTING PACKAGE
                                REO STATUS REPORT
                              AS OF ______________
                             (PROPERTY LEVEL REPORT)

<TABLE>
Operating Information Reflected As NOI______ or NCF_______
<CAPTION>
      P4            P7            P13          P9        P10    P16 OR P17     L8           P21              L37

------------------------------------------------------------------------------------------------------------------------
                                                                                      (a)             (b)
------------------------------------------------------------------------------------------------------------------------
 PROPERTY ID   PROPERTY NAME PROPERTY TYPE    CITY      STATE   SQ FT OR   PAID THRU     ALLOCATED        TOTAL P&I
                                                                  UNITS       DATE        ENDING          ADVANCES
                                                                                      SCHEDULED LOAN     OUTSTANDING
                                                                                          AMOUNT
------------------------------------------------------------------------------------------------------------------------
<S>            <C>           <C>              <C>       <C>     <C>        <C>        <C>             <C>

</TABLE>

[TABLE CONTINUED]

<TABLE>
Operating Information Reflected As NOI______ or NCF_______
<CAPTION>
      P4             L39               L38                           L25           L11        P53 OR P74        P58 OR
                                                                                                            P72/P79 OR P83
---------------------------------------------------------------------------------------------------------------------------
               (c)              (d)               (e)=a+b+c+d                                               (f)
---------------------------------------------------------------------------------------------------------------------------
 PROPERTY ID    OTHER EXPENSE      TOTAL T & I        TOTAL        CURRENT    MATURITY DATE   LTM NOI/NCF      LTM DSCR
                   ADVANCE           ADVANCE        EXPOSURE     MONTHLY P&I                     DATE         (NOI/NCF)
                 OUTSTANDING       OUTSTANDING

---------------------------------------------------------------------------------------------------------------------------
<S>            <C>              <C>               <C>            <C>          <C>             <C>           <C>

</TABLE>

[TABLE CONTINUED]

<TABLE>
Operating Information Reflected As NOI______ or NCF_______
<CAPTION>
      P4            P24                           P25                                L99             L77            P28

-------------------------------------------------------------------------------------------------------------------------------
                                             (g)           (h)=(.90*g) - e
-------------------------------------------------------------------------------------------------------------------------------
 PROPERTY ID   VALUATION DATE APPRAISAL BPO    APPRAISAL     LOSS USING 90%    TOTAL APPRAISAL  TRANSFER DATE       REO
                               OR INTERNAL      BPO OR      APPR. OR BPO (F)      REDUCTION                     ACQUISITION
                               VALUE SOURCE    INTERNAL                           REALIZED                         DATE
                                   (1)           VALUE
-------------------------------------------------------------------------------------------------------------------------------
<S>            <C>            <C>            <C>           <C>                 <C>              <C>             <C>

</TABLE>

[TABLE CONTINUED]

<TABLE>
Operating Information Reflected As NOI______ or NCF_______
<CAPTION>
      P4           P26

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

---------------------------------------
 PROPERTY ID    DATE ASSET     COMMENTS
               EXPECTED TO
               BE RESOLVED

-----------------------------------
<S>            <C>             <C>

<FN>

___________________
REO's data reflected at the property level for relationships with more than one
(1) property should use the Allocated Ending Scheduled Loan Amount, and prorate
all advances and expenses or other loan level data as appropriate.
(1) Use the following codes; App. - Appraisal, BPO - Brokers Opinion, Int -
Internal Value.
</FN>
</TABLE>

<PAGE>

                                    EXHIBIT N

                               FORM OF WATCH LIST

                         CMSA Investor Reporting Package
                               Servicer Watch List
                           as of ____________________
                               (Loan Level Report)

<TABLE>
Operating Information Reflected As NOI______ or NCF________
<CAPTION>
        S4                  S55                 S61           S57        S58               L7                     L8
------------------     -------------       -------------      ----      -----     ---------------------     --------------

                                                                                  ENDING SCHEDULED LOAN
PROSPECTUS LOAN ID     PROPERTY NAME       PROPERTY TYPE      CITY      STATE            BALANCE            PAID THRU DATE
------------------     -------------       -------------      ----      -----     ---------------------     --------------
<S>                    <C>                 <C>                <C>       <C>       <C>                       <C>

</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
        S4                  L11                      L56/L93                    L70/L97
------------------     -------------           -------------------       ---------------------        ----------------------------
                                               PRECEDING FISCAL YR
                                                    DSCR NOI/            MOST RECENT DSCR NOI/
PROSPECTUS LOAN ID     MATURITY DATE                   NCF                        NCF                 COMMENT / ACTION TO BE TAKEN
------------------     -------------           -------------------       ---------------------        ----------------------------
<S>                    <C>                     <C>                       <C>                          <C>


List all loans on watch list in descending balance order.
Comment section should include reason and other pertinent information.
Should not include loans that are specially serviced.

WATCH LIST SELECTION CRITERIA SHOULD BE FOOTNOTED ON THE REPORT. THE CRITERIA
MAY BE DICTATED AS PER THE PSA OR THE SERVICER'S INTERNAL POLICY.

Total:                 $
</TABLE>

<PAGE>

                                    EXHIBIT O

                         FORM OF DELINQUENT LOAN STATUS

                         CMSA Investor Reporting Package
                          DELINQUENT LOAN STATUS REPORT
                           as of ____________________
                               (Loan Level Report)

Operating Information Reflected As NOI______ or NCF________

<TABLE>
<CAPTION>

                                                               S62 or
       S4             S55           S61        S57      S58      S63       L8          L7               L37               L39
------------------------------------------------------------------------------------------------------------------------------------

                                                               Sq Ft    Paid         Ending          Total P&I      Other Expense
 Loan Prospectus    Property                                   or       Thru     Scheduled Loan      Advances          Advance
       ID             Name     Property Type   City    State   Units    Date         Balance        Outstanding      Outstanding
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>        <C>             <C>     <C>     <C>      <C>      <C>                <C>             <C>

</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
                                                                                                           L54 or       L56 or
                                                                                               L58 or    L68/L92 or   L70/L93 or
       S4                   L38                            L25          L10           L11        L73        L96           L97
-----------------------------------------------------------------------------------------------------------------------------------

                        Total T & I                                   Current                                          LTM DSCR
 Loan Prospectus         Advances                        Current      Interest                 LTM NOI/   LTM NOI/       (NOI/
       ID               Outstanding    Total Exposure  Monthly P&I      Rate     Maturity Date NCF Date     NCF          NCF)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>             <C>            <C>        <C>           <C>        <C>          <C>

</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
       S4               L74            L75                        L99            L77             L79            L76
--------------------------------------------------------------------------------------------------------------------------------==
                                                                 Total                       Date Asset
                                  Appraisal BPO  Loss using    Appraisal                   Expected to be
 Loan Prospectus                   or Internal    90% Appr.    Reduction                     Resolved or      Workout
       ID         Valuation Date     Value**     or BPO (f)     Realized    Transfer Date    Foreclosed      Strategy*    Comments
--------------------------------------------------------------------------------------------------------------------------------==
<S>               <C>             <C>            <C>           <C>          <C>            <C>               <C>          <C>

LOANS IN FORECLOSURE AND NOT REO

90 + DAYS DELINQUENT

60 TO 89 DAYS DELINQUENT

30 TO 59 DAYS DELINQUENT

CURENT AND AT SPECIAL SERVICER

<FN>
___________________
FCL = Foreclosure
LTM = Latest 12 Months either Last Normalized Annual, Normalized YTD or Trailing
12 months, if available.
*Workout Strategy should match the CMSA Loan Periodic Update File using
abbreviated words in place of a code number such as (FCL - In Foreclosure, MOD -
Modification, DPO - Discount Payoff, NS - Note Sale, BK - Bankruptcy, PP -
Payment Plan, TBD - To be determined etc...). It is possible to combine the
status codes if the loan is going in more than one direction (i.e. FCL/Mod,
BK/Mod, BK/FCL/DPO).
**BPO - Broker opinion
</FN>
</TABLE>

<PAGE>

                                    EXHIBIT P

                   FORM OF HISTORICAL LOAN MODIFICATION REPORT

                         CMSA INVESTOR REPORTING PACKAGE
                       HISTORICAL LOAN MODIFICATION REPORT
                               AS OF ____________
                               (LOAN LEVEL REPORT)

<TABLE>
<CAPTION>
         S4                S57        S58            L49                                       L48                  L7*
--------------------------------------------------------------------------------------------------------------------------------

                                                                                                               BALANCE WHEN
                                               MOD / EXTENSION      EXTENSION PER       EFFECTIVE DATE OF     SENT TO SPECIAL
    PROSPECTUS ID         CITY       STATE           FLAG          DOCS OR SERVICER       MODIFICATION           SERVICER
--------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>       <C>                 <C>                  <C>                   <C>

</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
         S4                          L7*                    L50*                             L50*           L25*           L25*
---------------------------------------------------------------------------------------------------------------------------------


                          BALANCE AT THE EFFECTIVE                       # MTHS FOR
    PROSPECTUS ID           DATE OF MODIFICATION          OLD RATE       RATE CHANGE       NEW RATE       OLD P&I         NEW P&I
---------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                             <C>            <C>               <C>            <C>             <C>

</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
         S4              L11*               L11*                                      L47
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      (2) EST. FUTURE
                                                                                                      INTEREST LOSS TO
                                                           TOTAL # MTHS FOR      (1) REALIZED          TRUST $ (RATE
    PROSPECTUS ID    OLD MATURITY       NEW MATURITY        CHANGE OF MOD       LOSS TO TRUST $          REDUCTION)        COMMENT
----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                <C>                <C>                  <C>                   <C>                  <C>


THIS REPORT IS HISTORICAL
Information is as of modification. Each line should not change in the future. Only new modifications should be added.


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

Total For All Loans:

<FN>
___________________
* The information in these columns is from a particular point in time and should
not change on this report once assigned. Future modifications done on the same
loan are additions to the report.
(1) Actual principal loss taken by bonds
(2) Expected future loss due to a rate reduction. This is just an estimate
calculated at the time of the modification.
</FN>
</TABLE>

<PAGE>

                                    EXHIBIT Q

                      FORM OF HISTORICAL LIQUIDATION REPORT

                         CMSA INVESTOR REPORTING PACKAGE
                          HISTORICAL LIQUIDATION REPORT
                   (REO-SOLD, DISCOUNTED PAYOFF OR NOTE SALE)
                               AS OF ____________
                               (LOAN LEVEL REPORT)

<TABLE>
<CAPTION>
        S4               S55             S61          S57        S58                                L75                L29
                                                                              (c) = b/a             (a)
-----------------------------------------------------------------------------------------------------------------------------------
PROSPECTUS LOAN ID  PROPERTY NAME   PROPERTY TYPE    CITY       STATE      % RECEIVED FROM    LATEST APPRAISAL  EFFECTIVE DATE OF
                                                                             LIQUIDATION     OR BROKERS OPINION    LIQUIDATION

-----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>             <C>              <C>        <C>        <C>               <C>                <C>

</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
        S4                            L45                L7                  L37                   L39+L38
                       (b)            (d)               (e)                  (f)                     (g)                  (h)
-----------------------------------------------------------------------------------------------------------------------------------
PROSPECTUS LOAN ID SALES PRICE NET AMT RECEIVED   ENDING SCHEDULED    TOTAL P&I ADVANCE     TOTAL T & I AND OTHER    SERVICING FEES
                                   FROM SALE          BALANCE            OUTSTANDING           EXPENSE ADVANCE          EXPENSE
                                                                                                 OUTSTANDING
-----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>             <C>            <C>                 <C>                   <C>                      <C>

</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
        S4                                  L47
                   (i)=d - (f+g+h)         (k)                              (m)                               (n)=k+m
--------------------------------------------------------------------------------------------------------------------------------
PROSPECTUS LOAN ID  NET PROCEEDS      REALIZED LOSS     DATE LOSS      MINOR ADJ TO    DATE OF MINOR ADJ  TOTAL LOSS WITH
                                                       PASSED THRU         TRUST          PASSED THRU        ADJUSTMENT

--------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>             <C>             <C>                <C>

</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
        S4
                    (o)=n/e
---------------------------------------
PROSPECTUS LOAN ID  LOSS % OF SCHEDULED
                    BALANCE

---------------------------------------
<S>                 <C>

THIS REPORT IS HISTORICAL
All information is from the liquidation date and does not need to be updated.

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

TOTAL ALL LOANS:

CURRENT MONTH ONLY:
--------------------------------------------------------------------------------------------------------------------------------

<FN>
___________________
(h) Servicing Fee Expense includes fees such as Liquidation or Disposition fees
charged by the Special Servicer.
</FN>
</TABLE>

<PAGE>

                                    EXHIBIT R

                        FORM OF NOI ADJUSTMENT WORKSHEET

                       COMMERCIAL NOI ADJUSTMENT WORKSHEET
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

PROPERTY OVERVIEW
Prospectus ID
Current Scheduled Loan Balance/Paid to Date    Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads,Beds       Use second box to specify sqft.,units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit.etc. (1)         specify annual/per unit...
Year of Operations
Occupancy Rate (physical)
Occupancy Date
Average Rental Rate

(1) Total $ amount of Capital Reserves required annually by loan documents,
    excl. Leasing Commission and TI's

<TABLE>
<CAPTION>

INCOME:                          YYYY                                      NOTES
                                --------
                                BORROWER
  Statement Classification       ACTUAL     ADJUSTMENT     NORMALIZED
                                --------    ----------     ----------
<S>                             <C>         <C>            <C>             <C>
  Gross Potential Rent (2)
     Less: Vacancy Loss

                        OR

  Base Rent (2)
  Expense Reimbursement
  Percentage Rent
  Parking Income
  Other Income

EFFECTIVE GROSS INCOME

<FN>
(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative
    $amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Janitorial
  Management Fees
  Payroll & Benefits Expense
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses                                                           For self-storage include franchise fees
  Ground Rent

TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

NET OPERATING INCOME

  Leasing Commissions (3)
  Tenant Improvements (3)
  Capital Expenditures
  Extraordinary Capital Expenditures

TOTAL CAPITAL ITEMS

<FN>

(3) Actual current yr, but normalize for annual if possible via contractual,
    U/W or other data
</FN>

NET CASH FLOW

DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (i.e.. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

<PAGE>

        MULTIFAMILY NOI ADJUSTMENT WORKSHEET (INCLUDES MOBILE HOME PARKS)
                                 AS OF MM/DD/YY

PROPERTY OVERVIEW
Prospectus ID
Current Scheduled Loan Balance/Paid to Date     Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads,Beds        Use second box to specify sqft.,units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit.etc. (1)          specify annual/per unit...
Year of Operations
Occupancy Rate (physical)
Occupancy Date
Average Rental Rate

(1) Total $ amount of Capital Reserves required annually by loan documents.

<TABLE>
<CAPTION>
INCOME:                          YYYY

                                BORROWER
  Statement Classification       ACTUAL     ADJUSTMENT     NORMALIZED      NOTES
                                --------    ----------     ----------
<S>                             <C>         <C>            <C>             <C>
  Statement Classification

  Gross Potential Rent (2)                                                 Include Pad/RV rent
     Less: Vacancy Loss

                       OR

  Base Rent (2)
  Laundry/Vending Income
  Parking Income

  Other Income                                                             Include forfeited security/late fees/pet

EFFECTIVE GROSS INCOME

<FN>
(2) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $
    amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Management Fees
  Payroll & Benefits Expense
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent
TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

NET OPERATING INCOME

  Capital Expenditures
  Extraordinary Capital Expenditures

TOTAL CAPITAL ITEMS

NET CASH FLOW

DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (i.e. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

<PAGE>

                        LODGING NOI ADJUSTMENT WORKSHEET
                                 as of MM/DD/YY

PROPERTY OVERVIEW
Prospecuts ID
Current Scheduled Loan Balance/Paid to Date    Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads,Beds       Use second box to specify sqft.,units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit.etc. (1)         specify annual/per unit...
Year of Operations
Occupancy Rate (physical)
Occupancy Date
Average Daily Rate
Rev per Av. Room

(1) Total $ amount of Capital Reserves required annually by loan documents.

<TABLE>
<CAPTION>
INCOME:                          YYYY                                      NOTES

                                BORROWER
                                 ACTUAL     ADJUSTMENT     NORMALIZED
                                --------    ----------     ----------
<S>                             <C>         <C>            <C>             <C>
  Statement Classification
  Room Revenue
  Food & Beverage Revenues
  Telephone Revenue
  Other Departmental Revenue
  Other Income

DEPARTMENTAL REVENUE: (2)

<FN>
(2) Report Departmental Revenue as EGI for CMSA Loan Periodic and Property files
</FN>

OPERATING EXPENSES:
 DEPARTMENTAL

  Room
  Food & Beverage
  Telephone Expenses
  Other Dept. Expenses

DEPARTMENTAL EXPENSES:

DEPARTMENTAL INCOME:

GENERAL/UNALLOCATED

  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Franchise Fee
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent

TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses = Dept. Exp + General Exp.)

  OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. + General Exp.))

  NET OPERATING INCOME

   Capital Expenditures
   Extraordinary Capital Expenditures

  TOTAL CAPITAL ITEMS

NET CASH FLOW

DEBT SERVICE (PER SERVICER)

NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (i.e. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

<PAGE>

                       HEALTHCARE NOI ADJUSTMENT WORKSHEET
                                 AS OF MM/DD/YY
PROPERTY OVERVIEW
Prospectus ID
Current Scheduled Loan Balance/Paid to Date    Current Allocated Loan Amount %
Property Name
Property Type
Property Address, City, State
Net Rentable SF/Units/Pads,Beds       Use second box to specify sqft.,units...
Year Built/Year Renovated
Cap Ex Reserve (annually)/per Unit, etc. (1)        specify annual/per unit...
Year of Operations
Occupancy Rate (physical)
Occupancy Date
Average Rental Rate

(1) Total $ amount of Capital Reserves required annually by loan documents.

<TABLE>
<CAPTION>
INCOME:                          YYYY

                                BORROWER
  Statement Classification       ACTUAL     ADJUSTMENT     NORMALIZED      NOTES
                                --------    ----------     ----------
<S>                             <C>         <C>            <C>             <C>
  Gross Potential Rent (2)
   Less: Vacancy Loss

                     OR
  Private Pay (2)
  Medicare/Medicaid
  Nursing/Medical Income
  Meals Income
  Other Income

EFFECTIVE GROSS INCOME

<FN>
(2) Use either Gross Potential (with Vacancy Loss) or Private
    Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss
</FN>

  OPERATING EXPENSES:
      Real Estate Taxes
      Property Insurance
      Utilities
      Repairs and Maintenance
      Management Fees
      Payroll & Benefits
      Advertising & Marketing
      Professional Fees
      General and Administrative
      Room expense - housekeeping
      Meal expense
      Other Expenses
      Ground Rent

TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

NET OPERATING INCOME

  Capital Expenditures
  Extraordinary Capital Expenditures

TOTAL CAPITAL ITEMS

NET CASH FLOW

DEBT SERVICE (PER SERVICER)
NET CASH FLOW AFTER DEBT SERVICE

DSCR: (NOI/DEBT SERVICE)

DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (i.e.. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  This report should be completed annually for
"Normalization" of Borrower's numbers. Methodology used is per MBA/CMSA Standard
Methodology unless otherwise noted. The "Normalized" column and corresponding
comments should roll through to the Operating Statement Analysis Report.

INCOME:  Comments

EXPENSE:  Comments

CAPITAL ITEMS:  Comments

<PAGE>

                                    EXHIBIT S

                   FORM OF OPERATING STATEMENT ANALYSIS REPORT

                 COMMERCIAL OPERATING STATEMENT ANALYSIS REPORT
      (includes Retail/Office/Industrial/Warehouse/Mixed Use/Self Storage)
                                 AS OF MM/DD/YY

<TABLE>
<CAPTION>
PROPERTY OVERVIEW
  PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)                                specify annual/per unit...
  Year of Operations                             UNDERWRITING    MM/DD/YY    MM/DD/YY    MM/DD/YY    MM/DD/YY
                                                 ------------    --------    --------    --------    --------
<S>                                              <C>             <C>         <C>         <C>         <C>
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents,
    excl. Leasing Commission and TI's
</FN>
</TABLE>

<TABLE>
<CAPTION>

INCOME:                                                                                                   (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                   to base)   to 2nd prcdng)
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING    PRECEDING YR.    TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)    BASE LINE                                (fm NOI Adj Sheet) AS OF / /XX  VARIANCE    VARIANCE
                                ------------  -------------  ------------- ------------------ -----------  ---------  -------------
  <S>                           <C>           <C>            <C>           <C>                <C>          <C>         <C>
  Gross Potential Rent (3)
     Less: Vacancy/collection
           Loss

                      OR
  Base Rent (3)
  Expense Reimbursement
  Percentage Rent
  Parking Income
  Other Income

*EFFECTIVE GROSS INCOME

<FN>

(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
(3) Use either Gross Potential (with Vacancy/collection Loss) or Base Rents; use negative $amt for Vacancy collection Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Janitorial
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent

*TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

 *NET OPERATING INCOME

  Leasing Commissions
  Tenant Improvements
  Capital Expenditures
  Extraordinary Capital Expenditures

*TOTAL CAPITAL ITEMS

*NET CASH FLOW

DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (ie. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: 10%
DSCR CHANGE, 15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
  Loan Periodic Update File.  Note that information for multiple property loans
  must be consolidated (if available) for reporting to the CMSA Loan Periodic
  Update file.

<PAGE>

  MULTIFAMILY OPERATING STATEMENT ANALYSIS REPORT (includes Mobile Home Parks)
                                 AS OF MM/DD/YY

<TABLE>

PROPERTY OVERVIEW
<CAPTION>

  PROSPECTUS ID
  Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)                                specify annual/per unit...
  Year of Operations                             UNDERWRITING    MM/DD/YY    MM/DD/YY    MM/DD/YY    MM/DD/YY
                                                 ------------    --------    --------    --------    --------
  <S>                                            <C>             <C>         <C>         <C>         <C>
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

<FN>
(1) Total $ amount of Capital Reserves required annually by loan documents.
</FN>
</TABLE>

<TABLE>
<CAPTION>

INCOME:                                                                                                   (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                   to base)   to 2nd prcdng)
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING    PRECEDING YR.    TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)    BASE LINE                                (fm NOI Adj Sheet) AS OF / /XX  VARIANCE    VARIANCE
                                ------------  -------------  ------------- ------------------ -----------  ---------  -------------
  <S>                           <C>           <C>            <C>           <C>                <C>          <C>         <C>
  Gross Potential Rent (3)
     Less: Vacancy Loss

                      OR
  Base Rent (3)
  Laundry/Vending Income
  Parking Income
  Other Income

*EFFECTIVE GROSS INCOME

<FN>

(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
(3) Use either Gross Potential (with Vacancy Loss) or Base Rents; use negative $amt for Vacancy Loss
</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent

*TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

*NET OPERATING INCOME

  Capital Expenditures
  Extraordinary Capital Expenditures
TOTAL CAPITAL ITEMS

*NET CASH FLOW

DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/Debt Service)

*DSCR: (NCF/Debt Service)

SOURCE OF FINANCIAL DATA:
  (ie. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
  Loan Periodic Update File. Note that information for multiple property loans
  must be consolidated (if available) for reporting to the CMSA Loan Periodic
  Update file.

<PAGE>
                   LODGING OPERATING STATEMENT ANALYSIS REPORT
                                 AS OF MM/DD/YY

<TABLE>

PROPERTY OVERVIEW
<CAPTION>

 PROSPECTUS ID

 Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
 Property Name
 Property Type
 Property Address, City, State
 Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
 Year Built/Year Renovated
 Cap Ex Reserve (annually)/per Unit.etc. (1)                                specify annual/per unit...
 Year of Operations                             UNDERWRITING    MM/DD/YY    MM/DD/YY    MM/DD/YY    MM/DD/YY
                                                 ------------    --------    --------    --------    --------
  <S>                                            <C>             <C>         <C>         <C>         <C>
 Occupancy Rate (physical)
 Occupancy Date
 Average Daily Rate
 Rev per Av. Room

<FN>

(1) Total $ amount of Capital Reserves required annually by loan documents
</FN>
</TABLE>

<TABLE>
<CAPTION>

INCOME:                                                                                                   (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                   to base)   to 2nd prcdng)
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING    PRECEDING YR.    TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)    BASE LINE                                (fm NOI Adj Sheet) AS OF / /XX  VARIANCE    VARIANCE
                                ------------  -------------  ------------- ------------------ -----------  ---------  -------------
  <S>                           <C>           <C>            <C>           <C>                <C>          <C>         <C>
  Room Revenue
  Food & Beverage Revenues
  Telephone Revenue
  Other Departmental Revenue
  Other Income

*DEPARTMENTAL REVENUE

<FN>

(2) Servicer will not be expected to "Normalize" these YTD/TTM numbers.
</FN>

OPERATING EXPENSES:
 DEPARTMENTAL

  Room
  Food & Beverage
  Telephone Expenses
  Other Dept. Expenses

DEPARTMENTAL EXPENSES:

DEPARTMENTAL INCOME:

GENERAL/UNALLOCATED

  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Franchise Fee
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Other Expenses
  Ground Rent

TOTAL GENERAL/UNALLOCATED
(For CMSA files, Total Expenses = Dept. Exp + General Exp.)
  OPERATING EXPENSE RATIO
(=Departmental Revenue/(Dept. Exp. + General Exp.))
  *NET OPERATING INCOME

    Capital Expenditures
    Extraordinary Capital Expenditures
   TOTAL CAPITAL ITEMS

*NET CASH FLOW

 DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (ie. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% DEPT REVENUE, DEPT EXPENSES, GENERAL EXPENSES OR TOTAL CAPITAL
ITEMS.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
  Loan Periodic Update File. Note that information for multiple property loans
  must be consolidated (if available) for reporting to the CMSA Loan Periodic
  Update file.

<PAGE>

                 HEALTHCARE OPERATING STATEMENT ANALYSIS REPORT
                                 AS OF MM/DD/YY
<TABLE>
<CAPTION>

PROPERTY OVERVIEW
  Prospectus ID

  Current Scheduled Loan Balance/Paid to Date                                Current Allocated Loan Amount %
  Property Name
  Property Type
  Property Address, City, State
  Net Rentable SF/Units/Pads,Beds                                            Use second box to specify sqft.,units...
  Year Built/Year Renovated
  Cap Ex Reserve (annually)/per Unit.etc. (1)                                specify annual/per unit...
  Year of Operations                             UNDERWRITING    MM/DD/YY    MM/DD/YY    MM/DD/YY    MM/DD/YY
                                                 ------------    --------    --------    --------    --------
  <S>                                            <C>             <C>         <C>         <C>         <C>
  Occupancy Rate (physical)
  Occupancy Date
  Average Rental Rate

<FN>

(1) Total $ amount of Capital Reserves required annually by loan documents
</FN>
</TABLE>

<TABLE>

INCOME:                                                                                                   (prcdng yr  (prcdng yr
  Number of Mos. Covered                                                                                   to base)   to 2nd prcdng)
  Period Ended                  UNDERWRITING  3RD PRECEDING  2ND PRECEDING    PRECEDING YR.    TTM/YTD(2)  YYYY-U/W    YYYY-YYYY
  Statement Classification(yr)    BASE LINE                                (fm NOI Adj Sheet) AS OF / /XX  VARIANCE    VARIANCE
                                ------------  -------------  ------------- ------------------ -----------  ---------  -------------
  <S>                           <C>           <C>            <C>           <C>                <C>          <C>         <C>
  Room Revenue
  Gross Potential Rent (3)

   Less: Vacancy Loss

                      OR
  Private Pay (3)
  Medicare/Medicaid

  Nursing/Medical Income
  Meals Income
  Other Income

*EFFECTIVE GROSS INCOME

<FN>

(2) Servicer will not be expected to "Normalize" these TTM/YTD numbers.

(3) Use either Gross Potential (with Vacancy Loss) or
    Private Pay/Medicare/Medicaid; use negative $amt for Vacancy Loss

</FN>

OPERATING EXPENSES:
  Real Estate Taxes
  Property Insurance
  Utilities
  Repairs and Maintenance
  Management Fees
  Payroll & Benefits
  Advertising & Marketing
  Professional Fees
  General and Administrative
  Room expense - housekeeping
  Meal expense
  Other Expenses
  Ground Rent

*TOTAL OPERATING EXPENSES

OPERATING EXPENSE RATIO

*NET OPERATING INCOME

  Capital Expenditures
  Extraordinary Capital Expenditures

 TOTAL CAPITAL ITEMS

*NET CASH FLOW

 DEBT SERVICE (PER SERVICER)
*NET CASH FLOW AFTER DEBT SERVICE

*DSCR: (NOI/DEBT SERVICE)

*DSCR: (NCF/DEBT SERVICE)

SOURCE OF FINANCIAL DATA:
  (ie. operating statements, financial statements, tax return, other)
</TABLE>

NOTES AND ASSUMPTIONS:  Years above will roll, always showing a 3yr sequential
history. Comments from the most recent NOI Adjustment Worksheet should be
carried forward to Operating Statement Analysis Report. Year-over-year variances
(either higher or lower) must be explained and noted for the following: >10%
DSCR CHANGE, >15% EGI/TOTAL OPERATING EXPENSES OR TOTAL CAPITAL ITEMS.

INCOME:  COMMENTS

EXPENSE:  COMMENTS

CAPITAL ITEMS:  COMMENTS

* Used in the CMSA Comparative Financial Status Report/CMSA Property File/CMSA
  Loan Periodic Update File. Note that information for multiple property loans
  must be consolidated (if available) for reporting to the CMSA Loan Periodic
  Update file.

<PAGE>

<TABLE>
<CAPTION>
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------

     REVENUE LEGEND

<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
GPR  Gross Potential Rent        x            x           x          x           x           x           x                   x
VAC  Vacancy/Collection Loss     x            x           x          x           x           x           x                   x
BR   Base Rent                   x            x           x          x           x           x           x
ER   Expense Reimbursements                               x          x           x           x
PR   Percentage Rent                                                 x                       x
LV   Laundry/Vending Income      x            x
PI   Parking Income              x                        x          x                       x
OI   Other Income                x            x           x          x           x           x           x          x        x
RMRV Room Revenue                                                                                                   x
FBV  Food & Bev Revenues                                                                                            x
TLRV Telephone Revenue                                                                                              x        x
ODR  Other Departmental Revenue                                                                                     x
PRI  Private Pay                                                                                                             x
MED  Medicare/Medicaid Revenues                                                                                              x
NUR  Nursing/Medical Income                                                                                                  x
MLS  Meals Income                                                                                                            x
</TABLE>

<TABLE>
<CAPTION>

REVENUE LINE ITEMS
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
Application Fees                OI           OI           OI         OI         OI          OI          OI       ********* *********
Bad Debt                     ELIMINATE    ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE  ELIMINATE    ELIMINATE ELIMINATE
Base Rent                       BR           BR           BR         BR         BR          BR          BR       ********* *********
Beverage Revenue              *********   *********    *********  *********  *********   *********   *********     FBV     *********
Box & Lock Sales              *********   *********    *********  *********  *********   *********      OI       ********* *********
Cable                           OI           OI        *********  *********  *********   *********   *********   ********* *********
CAM                           *********   *********       ER         ER      *********      ER       *********   ********* *********
Club House Rental               OI           OI        *********  *********  *********   *********   *********   ********* *********
Concessions                     VAC          VAC          VAC        VAC        VAC         VAC         VAC      *********    VAC
Employee Rent                   BR           BR        *********  *********  *********   *********   *********   ********* *********
Escalation Income             *********      BR           BR         BR         BR          BR          BR       ********* *********
Food & Beverage Revenues      *********   *********    *********  *********  *********   *********   *********     FBV        MLS
Forfeited Security Deposits     OI           OI           OI         OI         OI          OI          OI         OI         OI
Gain on Sale                  ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Garage                          PI           PI           PI         PI      *********      PI       *********     OI         OI
Gross Potential Rent            GPR          GPR          GPR        GPR        GPR         GPR         GPR      *********    GPR
Gross Rent                      BR           BR           BR         BR         BR          BR          BR       ********* *********
Insurance Proceeds            ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Interest Income               ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Laundry                         LV           LV        *********     OI      *********      OI       *********   ********* *********
Laundry/Vending                 LV           LV        *********     OI      *********      OI       *********   ********* *********
Meals Income                  *********   *********    *********  *********  *********   *********   *********   *********    MLS
Medicare/Medicaid Revenues    *********   *********    *********  *********  *********   *********   *********   *********    MED
Miscellaneous Income            OI           OI           OI         OI         OI          OI          OI         OI         OI
Mobile Home Sales             *********   ELIMINATE    *********  *********  *********   *********   *********   ********* *********
NSF Fees                        OI           OI           OI         OI         OI          OI          OI         OI         OI
Nursing/Medical               *********   *********    *********  *********  *********   *********   *********   *********    NUR
Other Departmental Revenues   *********   *********    *********  *********  *********   *********   *********     ODR     *********
Other Income                    OI           OI           OI         OI         OI          OI          OI         OI         OI
Pad Rental                    *********      BR        *********  *********  *********   *********   *********   ********* *********
Parking Income                  PI           PI           PI         PI         OI          PI          OI         OI         OI
Past Tenants Rent             ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Percentage Rent               *********   *********    *********     PR      *********      PR       *********   ********* *********
Prepaid Rent                  ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Private Pay                   *********   *********    *********  *********  *********   *********   *********   *********    PRI
Reimbursments                   OI           OI           ER         ER         ER          ER       *********   ********* *********
Rent                            BR           BR           BR         BR         BR          BR          BR       ********* *********
Rent Loss                     ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ELIMINATE ELIMINATE
Rent on Park Owned Homes      *********      BR        *********  *********  *********   *********   *********   ********* *********
Room Revenue                  *********   *********    *********  *********  *********   *********   *********     RMRV    *********
Sales                           OI           OI           OI         OI      *********   *********   *********   ********* *********
Security Deposits Collected   ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ********* *********
Security Deposits Returned    ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE   ********* *********
Storage                         OI           OI           OI         OI         OI          OI          OI       ********* *********
Tax Reimb                     *********   *********       ER         ER         ER          ER       *********   ********* *********
Telephone Commissions         *********   *********    *********  *********  *********   *********   *********     TLRV      TLRV
Telephone Revenue             *********   *********    *********  *********  *********   *********   *********     TLRV      TLRV
Temporary Tenants               OI           OI           OI         OI         OI          OI          OI       ********* *********
Utilities                     *********   ********        ER         ER         ER          ER       *********   ********* *********
Vacancy Loss                    VAC          VAC          VAC        VAC        VAC         VAC         VAC        VAC        VAC
Vending                         LV           LV           OI         OI         OI          OI          OI         OI         OI
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                            COMMERCIAL
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------

       EXPENSE LEGEND

<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
RET    Real Estate Taxes           x            x           x          x           x           x           x          x        x
PINS   Property Insurance          x            x           x          x           x           x           x          x        x
UTL    Utilities                   x            x           x          x           x           x           x          x        x
R&M    Repairs and Maintenance     x            x           x          x           x           x           x          x        x
FFEE   Franchise Fees                                                                                                 x
JAN    Janitorial                                           x          x           x           x
MFEE   Management Fees             x            x           x          x           x           x           x          x        x
P&B    Payroll & Benefits          x            x           x          x           x           x           x          x        x
A&M    Advertising & Marketing     x            x           x          x           x           x           x          x        x
PFEE   Professional Fees           x            x           x          x           x           x           x          x        x
G&A    General and Administrative  x            x           x          x           x           x           x          x        x
OEXP   Other Expenses              x            x           x          x           x           x           x          x        x
GDR    Ground Rent                 x            x           x          x           x           x           x          x        x
RMSE   Room Expense (Departmental)                                                                                    x
RMSHK  Room Expense-Housekeeping                                                                                               x
F&B    Food & Beverage (Departmental)                                                                                 x
MLSE   Meals Expense                                                                                                           x
DTEL   Telephone (Departmental)                                                                                       x
ODE    Other Departmental Expense                                                                                     x
LC     Leasing Commissions                                  x          x           x           x           x
TI     Tenant Improvements                                  x          x           x           x           x
CAPEX  Capital Expenditures        x            x           x          x           x           x           x          x        x
ECAPEX Extraordinary Capital       x            x           x          x           x           x           x          x        x
         Expenditures
</TABLE>

<TABLE>
<CAPTION>
EXPENSE LINE ITEMS

<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
401K                            P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Accounting Fees                 PFEE         PFEE         PFEE       PFEE       PFEE        PFEE        PFEE       PFEE       PFEE
Administrative Fee              G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Advalorem Tax                   G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Advertising                     A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Advertising & Marketing         A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Alarm System                    G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Amortization                 ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Ancillary Expense               OEXP         OEXP         OEXP       OEXP       OEXP        OEXP        OEXP       OEXP       OEXP
Answering Service               G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Apartment Finder/Guide          A&M      *********    *********  *********  *********   *********   *********    ********* *********
Asset Management Fees           MFEE         MFEE         MFEE       MFEE       MFEE        MFEE        MFEE       MFEE       MFEE
Auto Repairs                    G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Bad Debt                     ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Bank Charges                    G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Banners                         A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Bonuses                         P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Bookkeeping Fees                PFEE         PFEE         PFEE       PFEE       PFEE        PFEE        PFEE       PFEE       PFEE
Brochures                       A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Business License                G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Cable                           G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
CAM                             R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Capital Expenditures           CAPEX        CAPEX        CAPEX      CAPEX      CAPEX       CAPEX       CAPEX      CAPEX      CAPEX
Cleaning                        R&M          R&M          JAN        JAN        JAN         JAN         R&M        R&M       RMSHK
Commissions                     G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Computer Repairs                G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Contract Work                   P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Courtesy Patrol                 G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Credit Card Fees             *********   *********    *********  *********  *********   *********   *********      G&A     *********
Credit Check                    G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Depreciation                 ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Education                       G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Electrical                      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Electricity                     UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Elevator                        R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Employee Benefits               P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Employee Insurance              P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Entertainment                   G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Eviction Expense                G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Extraordinary Capital          ECAPEX      ECAPEX       ECAPEX     ECAPEX     ECAPEX      ECAPEX      ECAPEX     ECAPEX      ECAPEX
  Expenditures
Exterminating Service           R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
FF & E Reserve                 CAPEX        CAPEX        CAPEX      CAPEX      CAPEX       CAPEX       CAPEX      CAPEX      CAPEX
FICA                            P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Financing Fees               ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Flood Insurance                 PINS         PINS         PINS       PINS       PINS        PINS        PINS       PINS       PINS
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                            COMMERCIAL
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
Floor Covering Replacement      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Food & Beverage Expense       *********   *********    *********  *********  *********   *********   *********     F&B     *********
  (Departmental)
Franchise Fees                *********   *********    *********  *********  *********   *********   *********     FFEE    *********
Freight & Shipping              G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Gas                             UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
General & Administrative        G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Ground Rent                     GDR          GDR          GDR        GDR        GDR         GDR         GDR        GDR        GDR
Hazard Liability                PINS         PINS         PINS       PINS       PINS        PINS        PINS       PINS       PINS
Health Benefits                 P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
HVAC                            R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Insurance                       PINS         PINS         PINS       PINS       PINS        PINS        PINS       PINS       PINS
Interest                     ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Janitorial                      R&M          R&M          JAN        JAN        JAN        JAN      *********    *********   RMSHK
Land Lease                      GDR          GDR          GDR        GDR        GDR         GDR         GDR        GDR        GDR
Landscaping (Exterior)          R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Landscaping/Plants (Interior)   R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Leased Equipment                G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Leasing Comissions           *********   *********        LC         LC         LC          LC          LC       ********* *********
Leasing Office Expense          G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Legal Fees                      PFEE         PFEE         PFEE       PFEE       PFEE        PFEE        PFEE       PFEE       PFEE
Licenses                        G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Life Insurance               ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Life Safety                     G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Loan Prncipal                ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Locks/Keys                      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Maid Service                    R&M          R&M          JAN        JAN        JAN         JAN     *********    *********   RMSHK
Make Ready                      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Management Fees                 MFEE         MFEE         MFEE       MFEE       MFEE        MFEE        MFEE       MFEE       MFEE
Manager Salaries                P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Marketing                       A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Meals Expense                *********   *********    *********  *********  *********   *********   *********      F&B        MLSE
Mechanical                      R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Media Commissions               A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Mileage                         G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Miscellaneous                   OEXP         OEXP         OEXP       OEXP       OEXP        OEXP        OEXP       OEXP       OEXP
Miscellaneous G & A             G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Model Apartment                 G&A      *********    *********  *********  *********   *********   *********    ********* *********
Newspaper                       A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Office Supplies                 G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Other Departmental Expense   *********   *********    *********  *********  *********   *********   *********      ODE     *********
Other Expenses                  OEXP         OEXP         OEXP       OEXP       OEXP        OEXP        OEXP       OEXP       OEXP
Owners Draw                  ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Painting                        R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Parking Lot                     R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Partnership Fees             ELIMINATE   ELIMINATE    ELIMINATE  ELIMINATE  ELIMINATE   ELIMINATE   ELIMINATE    ELIMINATE ELIMINATE
Payroll & Benefits              P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Payroll Taxes                   P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Permits                         G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Personal Property Taxes         G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Pest Control                    R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Plumbing                        R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Pool                            R&M          R&M      *********  *********  *********       R&M     *********      R&M        R&M
Postage                         G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Printing                        G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Professional Fees               PFEE         PFEE         PFEE       PFEE       PFEE        PFEE        PFEE       PFEE       PFEE
Promotions                      A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Property Insurance              PINS         PINS         PINS       PINS       PINS        PINS        PINS       PINS       PINS
Real Estate Taxes               RET          RET          RET        RET        RET         RET         RET        RET        RET
Repair Escrow                  CAPEX        CAPEX        CAPEX      CAPEX      CAPEX       CAPEX       CAPEX      CAPEX      CAPEX
Repairs & Maintenance           R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Room Expense (Departmental)   *********   *********    *********  *********  *********   *********   *********     RMSE    *********
Room Expense-Housekeeping     *********   *********    *********  *********  *********   *********   *********     RMSE      RMSHK
Rubbish Removal                 R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Salaries                        P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Scavenger                       R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Security                        G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Sewer                           UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Signage                         A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
Snow Removal                    R&M          R&M          R&M        R&M        R&M         R&M         R&M        R&M        R&M
Subscriptions/Dues              G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Telephone                       G&A          G&A          G&A        G&A        G&A         G&A         G&A      *********    G&A
Telephone (Departmental)      *********   *********    *********  *********  *********   *********   *********     DTEL    *********
Temporary Help                  P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                            COMMERCIAL
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MULTI FAMILY COMMERCIAL COMMERCIAL INDUSTRIAL/  COMMERCIAL COMMERCIAL   LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
                            MULTI FAMILY MOBILE HOME   OFFICE     RETAIL     WAREHOUSE    MIXED USE SELF STORAGE LODGING HEALTH CARE
                            ------------ ------------ ---------- ---------- -----------  ---------- ------------ ------- -----------
<S>                         <C>          <C>          <C>        <C>        <C>          <C>        <C>          <C>     <C>
Tenant Improvements           *********   ********        TI         TI         TI          TI          TI       ********* *********
Trash Removal                   UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Travel                          G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Turnover                        R&M          R&M          TI         TI         TI          TI          TI       *********    R&M
Unemployment Insurance          P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Uniform Service                 G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Utilities                       UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Utility Vehicle                 G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Vehicle Lease                   G&A          G&A          G&A        G&A        G&A         G&A         G&A        G&A        G&A
Water                           UTL          UTL          UTL        UTL        UTL         UTL         UTL        UTL        UTL
Worker's Comp                   P&B          P&B          P&B        P&B        P&B         P&B         P&B        P&B        P&B
Yellow Pages                    A&M          A&M          A&M        A&M        A&M         A&M         A&M        A&M        A&M
</TABLE>

<PAGE>

                                    EXHIBIT T

                  FORM OF INTERIM DELINQUENT LOAN STATUS REPORT

                         CMSA INVESTOR REPORTING PACKAGE
                          DELINQUENT LOAN STATUS REPORT


                            AS OF __________________
                               (LOAN LEVEL REPORT

              S4                        L8
      ------------------          --------------               --------
      LOAN PROSPECTUS ID          PAID THRU DATE               COMMENTS
      ------------------          --------------               --------
LOAN(S) DELINQUENT AS OF MONTH END

<PAGE>

                                    EXHIBIT U

                     FORM OF CMSA LOAN PERIODIC UPDATE FILE

                   COMMERCIAL MORTGAGE SECURITIES ASSOCIATION
                        CMSA "LOAN PERIODIC" UPDATE FILE
                              (DATA RECORD LAYOUT )
                             Cross Referenced as "L"

<TABLE>
<CAPTION>
     SPECIFICATION                                                    DESCRIPTION/COMMENTS
<S>                                    <C>
Acceptable Media Types                 Magnetic Tape, Diskette, Electronic Transfer
Character Set                          ASCII
Field Delineation                      Comma
Density (Bytes-Per-Inch)               1600 or 6250
Magnetic Tape Label                    None (unlabeled)
Magnetic Tape Blocking Factor          10285 (17 records per block)
Physical Media Label                   Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking Factor;
                                         Record Length
Return Address Label                   Required for return of physical media (magnetic tape or diskette)
</TABLE>



<TABLE>
<CAPTION>
FIELD                                                    FIELD                                                 FORMAT
NAME                                                     NUMBER                TYPE                            EXAMPLE
<S>                                                      <C>                  <C>                          <C>
-----------------------------------                      ------               -------                      --------------
Transaction Id                                             1                    AN                            XXX97001
Group Id                                                   2                    AN                            XXX9701A
Loan Id                                                    3                    AN                         00000000012345
Prospectus Loan Id                                         4                    AN                               123
Distribution Date                                          5                    AN                            YYYYMMDD
Current Beginning Scheduled Balance                        6                  Numeric                         100000.00
Current Ending Scheduled  Balance                          7                  Numeric                         100000.00
Paid To Date                                               8                    AN                            YYYYMMDD
Current Index Rate                                         9                  Numeric                           0.09
Current Note Rate                                          10                 Numeric                           0.09
Maturity Date                                              11                   AN                            YYYYMMDD
Servicer and Trustee Fee Rate                              12                 Numeric                          0.00025
Fee Rate/Strip Rate 1                                      13                 Numeric                          0.00001
Fee Rate/Strip Rate 2                                      14                 Numeric                          0.00001
Fee Rate/Strip Rate 3                                      15                 Numeric                          0.00001
Fee Rate/Strip Rate 4                                      16                 Numeric                          0.00001
Fee Rate/Strip Rate 5                                      17                 Numeric                          0.00001
Net Rate                                                   18                 Numeric                          0.0947
Next Index Rate                                            19                 Numeric                           0.09
Next Note Rate                                             20                 Numeric                           0.09
Next Rate Adjustment Date                                  21                   AN                           YYYYMMDD
Next Payment Adjustment Date                               22                   AN                           YYYYMMDD
Scheduled Interest Amount                                  23                 Numeric                         1000.00
Scheduled Principal Amount                                 24                 Numeric                         1000.00
Total Scheduled P&I Due                                    25                 Numeric                         1000.00
Neg am/Deferred Interest Amount                            26                 Numeric                         1000.00
Unscheduled Principal Collections                          27                 Numeric                         1000.00
Other Principal Adjustments                                28                 Numeric                         1000.00
Liquidation/Prepayment Date                                29                   AN                           YYYYMMDD
Prepayment Penalty/Yld Maint Rec'd                         30                 Numeric                         1000.00
Prepayment Interest Excess (Shortfall)                     31                 Numeric                         1000.00
Liquidation/Prepayment Code                                32                 Numeric                            1
Most Recent ASER Amount                                    33                 Numeric                         1000.00
Blank                                                      34                   AN                             Blank
Cumulative ASER Amount                                     35                 Numeric                         1000.00
Actual Balance                                             36                 Numeric                        100000.00
Total P&I Advance Outstanding                              37                 Numeric                         1000.00
Total T&I Advance Outstanding                              38                 Numeric                         1000.00
Other Expense Advance Outstanding                          39                 Numeric                         1000.00
Status of Loan                                             40                   AN                               1
In Bankruptcy                                              41                   AN                               Y
Foreclosure Date                                           42                   AN                           YYYYMMDD
REO Date                                                   43                   AN                           YYYYMMDD
Bankruptcy Date                                            44                   AN                           YYYYMMDD
Net Proceeds Received on Liquidation                       45                 Numeric                        100000.00
Liquidation Expense                                        46                 Numeric                        100000.00
Realized Loss to Trust                                     47                 Numeric                        10000.00
Date of Last Modification                                  48                   AN                           YYYYMMDD
Modification Code                                          49                 Numeric                            1
Modified Note Rate                                         50                 Numeric                          0.09
Modified Payment Rate                                      51                 Numeric                          0.09
Preceding Fiscal Year Revenue                              52                 Numeric                         1000.00
Preceding Fiscal Year Operating Expenses                   53                 Numeric                         1000.00
Preceding Fiscal Year NOI                                  54                 Numeric                         1000.00
Preceding Fiscal Year Debt Svc Amount                      55                 Numeric                         1000.00
Preceding Fiscal Year DSCR (NOI)                           56                 Numeric                          2.55
Preceding Fiscal Year Physical Occupancy                   57                 Numeric                          0.85

Preceding Fiscal Year Financial As of Date                 58                   AN                           YYYYMMDD
Second Preceding Fiscal Year Revenue                       59                 Numeric                         1000.00
Second Preceding Fiscal Year Operating Expenses            60                 Numeric                         1000.00
Second Preceding Fiscal Year NOI                           61                 Numeric                         1000.00
Second Preceding Fiscal Year Debt Service Amount           62                 Numeric                         1000.00
Second Preceding Fiscal Year DSCR (NOI)                    63                 Numeric                          2.55
Second Preceding Fiscal Year Physical Occupancy            64                 Numeric                          0.85

Second Preceding Fiscal Year Financial As of Date          65                   AN                           YYYYMMDD
Most Recent Revenue                                        66                 Numeric                         1000.00
Most Recent Operating Expenses                             67                 Numeric                         1000.00
Most Recent NOI                                            68                 Numeric                         1000.00
Most Recent Debt Service Amount                            69                 Numeric                         1000.00
Most Recent DSCR (NOI)                                     70                 Numeric                          2.55
Most Recent Physical Occupancy                             71                 Numeric                          0.85
Most Recent Financial As of Start Date                     72                   AN                           YYYYMMDD
Most Recent Financial As of End Date                       73                   AN                           YYYYMMDD
Most Recent Appraisal Date                                 74                   AN                           YYYYMMDD
Most Recent Appraisal Value                                75                 Numeric                        100000.00
Workout Strategy Code                                      76                 Numeric                            1
Most Recent Special Servicer Transfer Date                 77                   AN                           YYYYMMDD
Most Recent Master Servicer Return Date                    78                   AN                           YYYYMMDD
Date Asset Expected to Be Resolved or Foreclosed           79                   AN                           YYYYMMDD
Blank                                                      80                   AN                             Blank
Current Hyper Amortizing Date                              81                   AN                           YYYYMMDD
Most Recent Financial Indicator                            82                   AN                            T or Y
Last Setup Change Date                                     83                   AN                           YYYYMMDD
Last Loan Contribution Date                                84                   AN                           YYYYMMDD
Last Property Contribution Date                            85                   AN                           YYYYMMDD
Number of Properties                                       86                 Numeric                          13.00
Preceding Year DSCR Indicator                              87                   AN                             Text
Second Preceding Year DSCR Indicator                       88                   AN                             Text
Most Recent  DSCR Indicator                                89                   AN                             Text
NOI/NCF Indicator                                          90                   AN                             Text
Date of Assumption                                         91                   AN                           YYYYMMDD
Preceding Fiscal Year NCF                                  92                 Numeric                         1000.00
Preceding Fiscal Year DSCR (NCF)                           93                 Numeric                          2.55
Second Preceding Fiscal Year NCF                           94                 Numeric                         1000.00
Second Preceding Fiscal Year DSCR (NCF)                    95                 Numeric                          2.55
Most Recent NCF                                            96                 Numeric                         1000.00
Most Recent DSCR (NCF)                                     97                 Numeric                         1000.00
Defeasance Status                                          98                   AN                             Text
ARA Amount                                                 99                 Numeric                         1000.00
ARA Date                                                  100                   AN                           YYYYMMDD
Credit Tenant Lease                                       101                   AN                               Y
</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
            FIELD NAME                                                               DESCRIPTION/COMMENTS
--------------------------------------------          -----------------------------------------------------------------------------
<S>                                                   <C>
Neg am/Deferred Interest Amount                       Negative Amortization/Deferred Interest Amount Due For The Current Period
Unscheduled Principal Collections                     Unscheduled Payments Of Principal Received During The Related Collection
                                                      Period
Other Principal Adjustments                           Unscheduled Principal Adjustments For The Related Collection Period
Liquidation/Prepayment Date                           Date Unscheduled Payment Of Principal Received
Prepayment Penalty/Yld Maint Rec'd                    Additional Payment Req'd From Borrower Due To Prepayment Of Loan Prior To
                                                      Maturity
Prepayment Interest Excess (Shortfall)                Interest Shortfall or Excess as calculated by Servicer per the Trust documents
Liquidation/Prepayment Code                           See Liquidation/Prepayment Codes Legend
Most Recent ASER Amount                               Appraisal Subordinated Entitlement Reduction - The difference between a full
                                                      advance and the reduced advance is the ASER or as defined in the Trust
                                                      documents
Blank                                                 Left blank on purpose. (Note: was previously Most Recent ASER Date. Field not
                                                      considered applicable to ASER.)
Cumulative ASER Amount                                Cumulative Appraisal Subordinated Entitlement Reduction
Actual Balance                                        Outstanding Actual Principal Balance At The End Of The Current Period
Total P&I Advance Outstanding                         Outstanding P&I Advances At The End Of The Current Period
Total T&I Advance Outstanding                         Outstanding Taxes & Insurance Advances At The End Of The Current Period
Other Expense Advance Outstanding                     Other Outstanding Advances At The End Of The Current Period
Status of Loan                                        See Status Of Loan Legend
In Bankruptcy                                         Bankruptcy Status Of Loan (If In Bankruptcy "Y", Else "N")
Foreclosure Date                                      P27 -  If Multiple properties have the same date then print that date
                                                      otherwise leave empty
REO Date                                              P28 -  If Multiple properties have the same date then print that date
                                                      otherwise leave empty
Bankruptcy Date                                       Date Of Bankruptcy
Net Proceeds Received on Liquidation                  Net Proceeds Rec'd On Liquidation To Be Remitted to the Trust per the Trust
                                                      Documents
Liquidation Expense                                   Expenses Associated With The Liq'n To Be Netted from the Trust per the Trust
                                                      Documents
Realized Loss to Trust                                Liquidation Balance Less Net Liquidation Proceeds Received (as defined in
                                                      Trust documents)
Date of Last Modification                             Date Loan Was Modified
Modification Code                                     See Modification Codes Legend
Modified Note Rate                                    Note Rate Loan Modified To
Modified Payment Rate                                 Payment Rate Loan Modified To
Preceding Fiscal Year Revenue                         P54 - If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Preceding Fiscal Year Operating Expenses              P55 -  If Multiple properties then sum the value, if missing any then
                                                      populate using the "DSCR Indicator Legend" rule
Preceding Fiscal Year NOI                             P56 -  If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Preceding Fiscal Year Debt Svc Amount                 P57 -  If Multiple properties then sum the value, if missing any then
                                                      populate using the "DSCR Indicator Legend" rule
Preceding Fiscal Year DSCR (NOI)                      P58 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
                                                      Preceding Fiscal Yr Debt Svc Cvrge Ratio using NOI
Preceding Fiscal Year Physical Occupancy              P59 - If Multiple properties, Use weighted average by using the calculation [
                                                      Current Allocated % (Prop) * Occupancy (Oper) ] for each Property, if missing
                                                      any then leave empty
Preceding Fiscal Year Financial As of Date            P53 - If Multiple properties and all the same then print the date, if missing
                                                      any then leave empty
Second Preceding Fiscal Year Revenue                  P61 - If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Second Preceding Fiscal Year Operating Expenses       P62 -  If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Second Preceding Fiscal Year NOI                      P63 -  If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Second Preceding Fiscal Year Debt Service Amount      P64 -  If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Second Preceding Fiscal Year DSCR (NOI)               P65 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
                                                      Second Preceding Fiscal Year Debt Service Coverage Ratio using NOI
Second Preceding Fiscal Year Physical Occupancy       P66 - If Multiple properties, Use weighted average by using the calculation [
                                                      Current Allocated % (Prop) * Occupancy (Oper) ] for each Property, if missing
                                                      any then leave empty
Second Preceding Fiscal Year Financial As of Date     P60 - If Multiple properties and all the same then print the date, if missing
                                                      any then leave empty
Most Recent Revenue                                   P68 - If Multiple properties then sum the value, if missing any then populate
                                                      using the "DSCR Indicator Legend" rule
Most Recent Operating Expenses                        P69 -  If Multiple properties then sum the value, if missing any then
populate using the "DSCR Indicator Legend" rule
Most Recent NOI                                       P70 -  If Multiple properties then sum the value, if missing any then
                                                      populate using the "DSCR Indicator Legend" rule
Most Recent Debt Service Amount                       P71 -  If Multiple properties then sum the value, if missing any then
                                                      populate using the "DSCR Indicator Legend" rule
Most Recent DSCR (NOI)                                P72 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
                                                      Most Recent Debt Service Coverage Ratio using NOI
Most Recent Physical Occupancy                        P29 - If Multiple properties, Use weighted average by using the calculation
                                                      [Current Allocated % (Prop) * Occupancy (Oper) ] for each Property, if
                                                      missing any then leave empty
Most Recent Financial As of Start Date                P73 - If Multiple properties and all the same then print the date, if missing
                                                      any then leave empty
Most Recent Financial As of End Date                  P74 - If Multiple properties and all the same then print the date, if missing
                                                      any then leave empty
Most Recent Appraisal Date                            P24 - If Multiple properties and all the same then print the date, if missing
                                                      any then leave empty
Most Recent Appraisal Value                           P25 - If Multiple properties then sum the value, if missing any then leave
                                                      empty
Workout Strategy Code                                 See Workout Strategy Codes Legend
Most Recent Special Servicer Transfer Date            Date Transferred To The Special Servicer
Most Recent Master Servicer Return Date               Date Returned To The Master Servicer or Primary Servicer
Date Asset Expected to Be Resolved or Foreclosed      P26 - If Multiple properties then print the latest date from the affiliated
                                                      properties.   If in Foreclosure - Expected Date of Foreclosure and if REO -
                                                      Expected Sale Date.
Blank                                                 Left blank on purpose. (Note : was previously Year Renovated.  Use the
                                                      Property File field 15 instead)
Current Hyper Amortizing Date                         S79 - Current Anticipated Repayment Date.  Date will be the same as setup
                                                      file unless the loan is modified and a new date assigned
Most Recent Financial Indicator                       P75 - T= Trailing 12 months Y = Year to Date, Check Start & End Date Applies
                                                      to field L66 to L73.  If Multiple properties and all the same then print the
                                                      value, if missing any or if the values are not the same, then leave empty
Last Setup Change Date                                S82 - Distribution Date that information changed last in the setup file by
                                                      loan
Last Loan Contribution Date                           Date the loan was contributed
Last Property Contribution Date                       P67 - Date the latest property or properties were contributed.  For Multiple
                                                      properties print the latest date from the affiliated properties
Number of Properties                                  S54 - The Number of Properties Underlying the Mortgage Loan
Preceding Year DSCR Indicator                         Flag used to explain how the DSCR was calculated when there are multiple
                                                      properties.  See DSCR Indicator Legend.
Second Preceding Year DSCR Indicator                  Flag used to explain how the DSCR was calculated when there are multiple
                                                      properties.  See DSCR Indicator Legend.
Most Recent  DSCR Indicator                           Flag used to explain how the DSCR was calculated when there are multiple
                                                      properties.  See DSCR Indicator Legend.
NOI/NCF Indicator                                     Indicates how NOI or Net Cash Flow was calculated should be the same for each
                                                      financial period.  See NOI/NCF Indicator Legend. P84 - If Multiple Properties
                                                      and all the same then print value, if missing any or if the values are not
                                                      the same, then leave empty.
Date of Assumption                                    Date the loan last assumed by a new borrower- empty if never assumed
Preceding Fiscal Year NCF                             P78 - Preceding Fiscal Year Net Cash Flow related to Financial As of Date L58
                                                      If Multiple properties then sum the value, if missing any then populate using
                                                      the "DSCR Indicator Legend" rule
Preceding Fiscal Year DSCR (NCF)                      P79 - Preceding Fiscal Yr Debt Service Coverage Ratio using NCF related to
                                                      Financial As of Date L58.   If Multiple properties populate using the "DSCR
                                                      Indicator Legend" rule.
Second Preceding Fiscal Year NCF                      P80 - Second Preceding Fiscal Year Net Cash Flow related to Financial As of
                                                      Date L65.   If Multiple properties then sum the value, if missing any then
                                                      populate using the "DSCR Indicator Legend" rule
Second Preceding Fiscal Year DSCR (NCF)               P81 - Second Preceding Fiscal Year Debt Service Coverage Ratio using Net Cash
                                                      Flow related to Financial As of Date L65.   If Multiple properties populate
                                                      using the "DSCR Indicator Legend" rule.
Most Recent NCF                                       P82 - Most Recent Net Cash Flow related to Financial As of Ending Date L73.
                                                      If Multiple properties then sum the value, if missing any then populate using
                                                      the "DSCR Indicator Legend" rule
Most Recent DSCR (NCF)                                P83 - Most Recent Debt Service Coverage Ratio using Net Cash Flow related to
                                                      Financial As of Ending Date L73.  If Multiple properties populate using the
                                                      "DSCR Indicator Legend" rule.
Defeasance Status                                     See Defeasance Status Legend
ARA Amount                                            Appraisal Reduction Amount - Excess of the principal balance over the defined
                                                      appraisal % or as defined in the trust documents
ARA Date                                              Date of appraisal used to calculate ARA
Credit Tenant Lease                                   S87 - Y=Yes,  N=No
</TABLE>

<PAGE>

            Workout Strategy Code Legend
--------------------------------------------------
 1     Modification
 2     Foreclosure
 3     Bankruptcy
 4     Extension
 5     Note Sale
 6     DPO
 7     REO
 8     Resolved
 9     Pending Return to Master Servicer
10    Deed In Lieu Of Foreclosure
11    Full Payoff
12    Reps and Warranties
13    Other or TBD



         Liquidation/Prepayment Code
                   Legend
--------------------------------------------------
 1    Partial Liquidation (Curtailment)
 2    Payoff Prior To Maturity
 3    Disposition
 4    Repurchase/ Substitution
 5    Full Payoff At Maturity
 6    DPO
 7    Liquidation
 8    Payoff w/ penalty
 9    Payoff w/ yield Maintenance
10    Curtailment w/ Penalty
11    Curtailment w/ Yield Maintenance



              Defeasance Status
                    Legend
--------------------------------------------------
 P    Partial Defeasance
 F    Full Defeasance
 N    No Defeasance Occurred
 X    Defeasance not Allowable



           Status of Mortgage Loan
                   Legend
------------------------------------------------------------------------
 A           Payment Not Received But Still In Grace Period
 B           Late Payment But Less Than 30 days Delinquent
 0           Current
 1           30-59 Days Delinquent
 2           60-89 Days Delinquent
 3           90+ Days Delinquent
 4           Assumed Scheduled Payment (Performing Matured Balloon)
 7           Foreclosure
 9           REO

Modification Code
      Legend
------------------------------------------------------------------
        1           Maturity Date Extension
        2           Amortization Change
        3           Principal Write-Off
        4           Combination



<TABLE>
<CAPTION>
  DSCR Indicator
      Legend
-----------------------------------------------------------------------------------------------------------------------------------
        <S>         <C>
        P           Partial - Not all properties received financials, servicer to leave empty
        A           Average - Not all properties received financials, servicer allocates Debt Service only to properties where
                    financials are received.
        F           Full - All Statements Collected for all properties
        W           Worst Case - Not all properties received financials, servicer allocates 100% of Debt Service to all
                    properties where financials are received.
        N           None Collected - no financials were received
        C           Consolidated - All properties reported on one "rolled up" financial from the borrower
</TABLE>



                           NOI/NCF Indicator
                               Legend
------------------------------------------------------------------
       CMSA         Calculated using CMSA standard
       PSA          Calculated using a definition given in the PSA
       U/W          Calculated using the underwriting method

<PAGE>


                                   EXHIBIT V-1

               FORM OF CERTIFICATEHOLDER CONFIRMATION CERTIFICATE

                          REQUEST BY BENEFICIAL HOLDER


                                                                          [Date]

[Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attn:  Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage Trust
       Commercial Mortgage Pass-Through Certificates, Series 2002-C1]

[Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina 28288]

[Lennar Partners, Inc.
760 NW 107th Avenue
Suite 400
Miami, Florida 33172]

     Re:  Wachovia Bank Commercial Mortgage Trust,
          Commercial Mortgage Pass-Through Certificates, Series 2002-C1

     In accordance with Section 3.15 of the Pooling and Servicing Agreement
dated as of May 11, 2002 (the "Pooling and Servicing Agreement"), among Wachovia
Commercial Mortgage Securities, Inc., as depositor (the "Depositor"), Wachovia
Bank, National Association, as master servicer, Lennar Partners, Inc., as
special servicer, and Wells Fargo Bank Minnesota, N.A., as trustee, with respect
to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2002-C1 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

          1. The undersigned is a beneficial owner of the Class ____
     Certificates.

          2. The undersigned is requesting access to the information posted to
     the Trustee's Internet Website pursuant to Section 4.02 of the Pooling and
     Servicing Agreement, or the information identified on the schedule attached
     hereto pursuant to Section 3.15 of the Pooling and Servicing Agreement (the
     "Information").

          3. In consideration of the [Trustee's] [Master Servicer's] [Special
     Servicer's] disclosure to the undersigned of the Information, the
     undersigned will keep the Information confidential (except from its agents
     and auditors), and such Information will not, without the prior written
     consent of the [Trustee] [Master Servicer] [Special Servicer], be disclosed
     by the undersigned or by its officers, directors, partners, employees,
     agents or representatives (collectively, the "Representatives") in any
     manner whatsoever, in whole or in part; provided that the undersigned may
     provide all or any part of the Information to any other person or entity
     that holds or is contemplating the purchase of any Certificate or interest
     therein, but only if such person or entity confirms in writing such
     ownership interest or prospective ownership interest and agrees to keep it
     confidential.

          4. The undersigned will not use or disclose the Information in any
     manner which could result in a violation of any provision of the Securities
     Act of 1933, as amended, (the "Securities Act"), or the Securities Exchange
     Act of 1934, as amended, or would require registration of any Certificate
     pursuant to Section 5 of the Securities Act.

          5. The undersigned shall be fully liable for any breach of this
     agreement by itself or any of its Representatives and shall indemnify the
     Depositor, the Trustee, the Master Servicer, the Special Servicer and the
     Trust for any loss, liability or expense incurred thereby with respect to
     any such breach by the undersigned or any of its Representatives.

     IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.



                                             __________________________________
                                                    BENEFICIAL HOLDER OF A
                                                          CERTIFICATE



                                             By:________________________________
                                                Name:___________________________
                                                Title:__________________________
                                                Phone:__________________________


<PAGE>

                                   EXHIBIT V-2

                     FORM PROSPECTIVE PURCHASER CERTIFICATE

                                                                          [Date]

[Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attn:  Corporate Trust Services (CMBS), Wachovia Bank Commercial Mortgage Trust
       Commercial Mortgage Pass-Through Certificates, Series 2002-C1]

[Wachovia Bank, National Association
8739 Research Drive - URP4
Charlotte, North Carolina 28288]

[Lennar Partners, Inc.
760 NW 107th Avenue
Suite 400
Miami, Florida 33172]

     Re:  Wachovia Bank Commercial Mortgage Trust
          Commercial Mortgage Pass-Through Certificates,
          Series 2002-C1   (the "Certificates")

     In accordance with Section 3.15 of the Pooling and Servicing Agreement,
dated as of May 11, 2002 (the "Pooling and Servicing Agreement"), among Wachovia
Commercial Mortgage Securities, Inc., as depositor (the "Depositor"), Wachovia
Bank, National Association, as master servicer, Lennar Partners, Inc., as
special servicer, and Wells Fargo Bank Minnesota, N.A., as trustee, with respect
to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2002-C1 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

          1. The undersigned is contemplating an investment in the Class __
     Certificates.

          2. The undersigned is requesting access to the information posted to
     the Trustee's Internet Website pursuant to Section 4.02 of the Pooling and
     Servicing Agreement, or the information identified on the schedule attached
     hereto pursuant to Section 3.15 of the Pooling and Servicing Agreement (the
     "Information") for use in evaluating such possible investment.

          3. In consideration of the [Trustee's] [Master Servicer's] [Special
     Servicer's] disclosure to the undersigned of the Information, the
     undersigned will keep the Information confidential (except from its agents
     and auditors), and such Information will not, without the prior written
     consent of the [Trustee] [Master Servicer] [Special Servicer], be disclosed
     by the undersigned or by its officers, directors, partners employees,
     agents or representatives (collectively, the "Representatives") in any
     manner whatsoever, in whole or in part.

The undersigned will not use or disclose the Information in any manner which
could result in a violation of any provision of the Securities Act of 1933, as
amended (the "Securities Act"), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate pursuant to Section 5
of the Securities Act.

          4. The undersigned shall be fully liable for any breach of this
     agreement by itself or any of its Representatives and shall indemnify the
     Depositor, the Trustee, the Master Servicer, the Special Servicer and the
     Trust for any loss, liability or expense incurred thereby with respect to
     any such breach by the undersigned or any of its Representatives.

     IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto
by its duly authorized officer, as of the day and year written above.


                                             ___________________________________
                                                   [PROSPECTIVE PURCHASER]



                                             By:      __________________________
                                                      Name:_____________________
                                                      Title:____________________
                                                      Phone:____________________

<PAGE>

                                    EXHIBIT W

                          FORM OF CMSA BOND FILE REPORT

                                      CSSA
                             BOND LEVEL FILE LAYOUT
               BOND LEVEL ONLY - REFLECTS DISTRIBUTION STATEMENTS
                             VERSION 1.0 (12/31/98)

<TABLE>
<CAPTION>
                       FIELD NAME                           #             TYPE              FORMAT
                                                                                           EXAMPLE
-------------------------------------------------------    ---          --------        -------------
<S>                                                        <C>          <C>             <C>
Character Set                                                             ASCII
Field Delineation                                                         Comma

Transaction Id                                              1              AN              XXX97001
Distribution Date                                           2              AN              YYYYMMDD
Record Date                                                 3              AN              YYYYMMDD
Class Name/Class Id                                         4              AN                   A-1
Cusip                                                       5              AN             999999AA1
Original Balance                                            6            Numeric         1000000.00
Notional Flag                                               7              AN                     Y
Beginning Balance                                           8            Numeric          100000.00
Scheduled Principal                                         9            Numeric            1000.00
Unscheduled Principal                                      10            Numeric            1000.00
Total Principal Distribution                               11            Numeric            1000.00
Deferred Interest                                          12            Numeric            1000.00
Realized Loss (Gain)                                       13            Numeric            1000.00
Cumulative Realized Losses                                 14            Numeric          100000.00
Ending Balance                                             15            Numeric            1000.00
Current Index Rate                                         16            Numeric              0.055
Current Remittance Rate / Pass-Through Rate                17            Numeric              0.075
Accrual Method                                             18            Numeric                  1
Current Accrual Days                                       19            Numeric                 30
Interest Accrued                                           20            Numeric            1000.00
Prepayment Penalty/Premium Allocation                      21            Numeric            1000.00
Yield Maintenance Allocation                               22            Numeric            1000.00
Other Interest Distribution                                23            Numeric            1000.00
Prepayment Interest Shortfall                              24            Numeric            1000.00
Appraisal Reduction Allocation                             25            Numeric            1000.00
Other Interest Shortfall                                   26            Numeric            1000.00
Total Interest Distribution                                27            Numeric            1000.00
Cumulative Appraisal Reduction                             28            Numeric            1000.00
Cumulative Prepayment Penalty/Premium Allocation           29            Numeric            1000.00
Cumulative Yield Maintenance Allocation                    30            Numeric            1000.00
Beginning Unpaid Interest Balance                          31            Numeric            1000.00
Ending Unpaid Interest Balance                             32            Numeric            1000.00
DCR - Original Rating                                      33              AN                   AAA
DCR - Most Recent Rating                                   34              AN                   AAA
DCR - Date Transmitted from Rating Agency                  35              AN              YYYYMMDD
Fitch - Original Rating                                    36              AN                   AAA
Fitch - Most Recent Rating                                 37              AN                   AAA
Fitch - Date Transmitted from Rating Agency                38              AN              YYYYMMDD
Moody's - Original Rating                                  39              AN                   AAA
Moody's - Most Recent Rating                               40              AN                   AAA
Moody's - Date Transmitted from Rating Agency              41              AN              YYYYMMDD
Standard & Poors - Original Rating                         42              AN                   AAA
Standard & Poors - Most Recent Rating                      43              AN                   AAA
Standard & Poors - Date Transmitted from Rating Agency     44              AN              YYYYMMDD
</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
                       FIELD NAME
                                                           DESCRIPTION/COMMENTS
-------------------------------------------------------    ------------------------------------------------------------------------
<S>                                                        <C>
Transaction Id                                             Unique Issue Identification Mnemonic (Consistent With CSSA Periodic Loan
                                                           File)
Distribution Date                                          Date Payments  Made To Certificateholders
Record Date                                                Date Class Must Be Held As Of To Be Considered Holder Of Record
Class Name/Class Id                                        Unique Class Identification Mnemonic
Cusip                                                      Cusip # (Null If No Cusip Exists)
Original Balance                                           The Class Balance At Inception Of The Issue
Notional Flag                                              "Y" For Notional
Beginning Balance                                          The Outstanding Principal Balance Of The Class At The Beginning Of The
                                                           Current Period
Scheduled Principal                                        The Scheduled Principal Paid
Unscheduled Principal                                      The Unscheduled Principal Paid
Total Principal Distribution                               Total Principal Payment Made
Deferred Interest                                          Any Interest Added To The Class Balance Including Negative Amortization
Realized Loss (Gain)                                       The Total Realized Loss of (Gain) Allocated
Cumulative Realized Losses                                 Realized Losses Allocated Cumulative-To-Date.
Ending Balance                                             Outstanding Principal Balance Of The Class At The End Of The Current
                                                           Period
Current Index Rate                                         The Current Index Rate Applicable To The Calculation Of Current Period
                                                           Remittance Interest Rate
Current Remittance Rate / Pass-Through Rate                Annualized Interest Rate Applicable To The Calculation Of Current Period
                                                           Remittance Interest
Accrual Method                                             1=30/360, 2=Actual/365, 3=Actual/360,4=Actual/Actual, 5=Actual/366
Current Accrual Days                                       The Number Of Accrual Days Applicable To The Calculation Of Current
                                                           Period Remittance Interest
Interest Accrued                                           The Amount Of Accrued Interest
Prepayment Penalty/Premium Allocation                      Total Amount Of Prepayment Penalties Allocated
Yield Maintenance Allocation                               Total Amount Of Yield Maintenance Penalties Allocated
Other Interest Distribution                                Other Specific Additions To Interest
Prepayment Interest Shortfall                              Total Interest Adjustments For PPIS
Appraisal Reduction Allocation                             Total Current Appraisal Reduction Allocated
Other Interest Shortfall                                   Total Interest Adjustments Other Than PPIS
Total Interest Distribution                                The Total Interest Payment Made
Cumulative Appraisal Reduction                             Total Cumulative Appraisal Reduction Allocated
Cumulative Prepayment Penalty/Premium Allocation           Total Amount Of Prepayment Penalties Allocated To Date
Cumulative Yield Maintenance Allocation                    Total Amount Of Yield Maintenance Penalties Allocated To Date
Beginning Unpaid Interest Balance                          Outstanding Interest Shortfall At The Beginning Of The Current Period
Ending Unpaid Interest Balance                             Outstanding Interest Shortfall At The End Of The Current Period
DCR - Original Rating                                      The Original Rating Of The Class By Duff & Phelps
DCR - Most Recent Rating                                   The Most Recent Rating Of The Class By Duff & Phelps
DCR - Date Transmitted from Rating Agency                  The Date On Which The Most Recent Rating Was Provided To The Trustee By
                                                           Duff & Phelps
Fitch - Original Rating                                    The Original Rating Of The Class By Fitch
Fitch - Most Recent Rating                                 The Most Recent Rating Of The Class By Fitch
Fitch - Date Transmitted from Rating Agency                The Date On Which The Most Recent Rating Was Provided To The Trustee By
                                                           Fitch
Moody's - Original Rating                                  The Original Rating Of The Class By Moody's
Moody's - Most Recent Rating                               The Most Recent Rating Of The Class By Moody's
Moody's - Date Transmitted from Rating Agency              The Date On Which The Most Recent Rating Was Provided To The Trustee By
                                                           Moody's
Standard & Poors - Original Rating                         The Original Rating Of The Class By Standard & Poors
Standard & Poors - Most Recent Rating                      The Most Recent Rating Of The Class By Standard & Poors
Standard & Poors - Date Transmitted from Rating Agency     The Date On Which The Most Recent Rating Was Provided To The Trustee By
                                                           Standard & Poors
</TABLE>

<PAGE>

                                    EXHIBIT X

                      FORM OF CMSA COLLATERAL SUMMARY FILE

                                      CSSA
                         COLLATERAL SUMMARY FILE LAYOUT
         COLLATERAL LEVEL SUMMARY - SUMMARIZES CSSA 100.1 PERIODIC FILE
                             VERSION 1.0 (12/31/98)

<TABLE>
<CAPTION>
              FIELD NAME                   PERIODIC FIELD              #             TYPE                  FORMAT
                                             REFERENCE #                                                   EXAMPLE
----------------------------------------   --------------             ---          --------             -----------
<S>                                        <C>                        <C>          <C>                  <C>
Transaction Id                                                        1                AN                 XXX97001
Group Id                                                              2                AN                 XXX97001
Distribution Date                                                     3                AN                 YYYYMMDD
Original Loan Count                                                   4             Numeric                  100
Ending current period loan count                                      5             Numeric                  99
Ending current period collateral balance       7                      6             Numeric              1000000.00
1 month Delinquent - number                                           7             Numeric                   1
1 month Delinquent - scheduled balance                                8             Numeric                1000.00
2 months Delinquent - number                                          9             Numeric                   1
2 months Delinquent - scheduled balance                               10            Numeric                1000.00
3 months Delinquent - number                                          11            Numeric                   1
3 months Delinquent - scheduled balance                               12            Numeric                1000.00
Foreclosure - number                                                  13            Numeric                   1
Foreclosure - scheduled balance                                       14            Numeric                1000.00
REO - number                                                          15            Numeric                   1
REO - scheduled balance                                               16            Numeric                1000.00
Specially serviced - number                                           17            Numeric                   1
Specially serviced - scheduled balance                                18            Numeric                1000.00
In Bankruptcy - number                                                19            Numeric                   1
In Bankruptcy - scheduled balance                                     20            Numeric                1000.00
Prepaid loans - number                                                21            Numeric                   1
Prepaid loans - principal                                             22            Numeric                1000.00
Total unscheduled principal                  27+28                    23            Numeric                1000.00
Total Penalty for the period                                          24            Numeric                1000.00
Current realized losses (gains)                47                     25            Numeric                1000.00
Cumulative realized losses                                            26            Numeric                1000.00
Appraisal Reduction Amount                     33                     27            Numeric                1000.00
Cumulative Appraisal Reduction                 35                     28            Numeric                1000.00
Total P&I Advance Outstanding                  37                     29            Numeric                1000.00
Total T&I Advance Outstanding                  38                     30            Numeric                1000.00
Other Expense Advance Outstanding              39                     31            Numeric                1000.00
Reserve Balances                                                      32            Numeric                1000.00
LOC Balances                                                          33            Numeric                1000.00
Amortization WAM                                                      34            Numeric                  333
Maturity WAM                                                          35            Numeric                  333
Calculated WAC                                                        36            Numeric                 0.105
</TABLE>

[TABLE CONTINUED]
<TABLE>
<CAPTION>
              FIELD NAME                                                  DESCRIPTION/COMMENTS
----------------------------------------   ----------------------------------------------------------------------------------------
<S>                                        <C>
Transaction Id                             Unique Issue Identification Mnemonic
Group Id                                   Unique Identification Number Assigned To Each Loan Group Within An Issue
Distribution Date                          Date Payments  Made To Certificateholders
Original Loan Count                        Number of loans at time of securitization
Ending current period loan count           Number of loans at end of current period
Ending current period collateral balance   Aggregate scheduled balance of loans at end of current period
1 month Delinquent - number                Number of loans one month delinquent
1 month Delinquent - scheduled balance     Scheduled principal balance of loans one month delinquent
2 months Delinquent - number               Number of loans two months delinquent
2 months Delinquent - scheduled balance    Scheduled principal balance of loans two months delinquent
3 months Delinquent - number               Number of loans three months delinquent
3 months Delinquent - scheduled balance    Scheduled principal balance of loans three months delinquent
Foreclosure - number                       Number of loans in foreclosure - overrides loans in delinquency
Foreclosure - scheduled balance            Scheduled principal balance of loans in foreclosure - overrides loans in delinquency
REO - number                               Number of REOs - overrides loans in delinquency or foreclosure
REO - scheduled balance                    Book value of REOs - overrrides loans in delinquency or foreclosure
Specially serviced - number                Number of specially serviced loans - includes loans in delinquency, foreclosure, REO
Specially serviced - scheduled balance     Scheduled principal of Specially Serviced loans
In Bankruptcy - number                     Number of loans in bankruptcy - included in delinquency aging category
In Bankruptcy - scheduled balance          Scheduled principal balance of loans in bankruptcy - included in delinquency aging
                                           category
Prepaid loans - number                     Number of prepayments in full for the current period
Prepaid loans - principal                  Principal balance of loans prepaid in full for the current period.
Total unscheduled principal                Includes prepayments in full, partial pre-payments, curtailments in the current period
Total Penalty for the period               The aggregate prepayment or yield maintenance penalties on the loans for the period.
Current realized losses (gains)            Realized losses (gain) in the current period
Cumulative realized losses                 Cumulative realized losses
Appraisal Reduction Amount                 Total Current Appraisal Reduction Allocated
Cumulative Appraisal Reduction             Total Cumulative Appraisal Reduction Allocated
Total P&I Advance Outstanding              Outstanding P&I Advances At The End Of The Current Period
Total T&I Advance Outstanding              Outstanding Taxes & Insurance Advances At The End Of The Current Period
Other Expense Advance Outstanding          Other Outstanding Advances At The End Of The Current Period
Reserve Balances                           Balance of cash or equivalent reserve accounts pledged as credit enhancement
LOC Balances                               Balance of letter of credit reserve accounts pledged as credit enhancement
Amortization WAM                           Weighted average maturity based on amortization term
Maturity WAM                               Weighted average maturity based on term to maturity
Calculated WAC                             Weighted average coupon used to calculate gross interest
</TABLE>


<PAGE>

                                    EXHIBIT Y

                           FORM OF CMSA FINANCIAL FILE

                                  ATTACHMENT A:
                   CMSA FINANCIAL FILE - CATEGORY CODE MATRIX

<TABLE>
<CAPTION>
                                                                                         PROPERTY TYPE
                    CODE/                                                        MULTI-       HEALTH
                 SORT ORDER               DESCRIPTION              COMMERCIAL   FAMILY        CARE      LODGING
                 ----------    ---------------------------------   ----------   -------  -------------  -------
   <S>           <C>           <C>                                 <C>          <C>      <C>            <C>
   INCOME
                 010GROSRNT    Gross Potential Rent                   oo          o           o
                 020VACANCY    Less: Vacancy/Collection Loss          o           o           o
                 030BASERNT    Base Rent                              o           o
                 040EXPREMB    Expense Reimbursement                  o
                 050PCTRENT    Percentage Rent                        o
                 060ROOMREV    Room Revenue                                                               o
                 070FOODBEV    Food & Beverage Revenues                                                   o
                 080PHONE      Telephone Revenue                                                          o
                 090OTHDREV    Other Departmental Revenue                                                 o
                 100PVTPAY     Private Pay                                                    o
                 110MEDCARE    Medicare/Medicaid                                              o
                 120NURSING    Nursing/Medical Income                                         o
                 130MEALS      Meals Income                                                   o
                 140LAUNDRY    Laundry/Vending Income                             o
                 150PARKING    Parking Income                         o           o
                 160OTHERIN    Other Income                           o           o           o           o

  EXPENSES       270ROOMS      Room (Department)                                                          o
                 280FOODBEV    Food & Beverage (Departmental)                                             o
                 290PHONE      Telephone Expenses (Departmental)                                          o
                 300OTHDEPT    Other Dept. Expenses                                                       o
                 310RETAXES    Real Estate Taxes                      o           o           o           o
                 320PROPINS    Property Insurance                     o           o           o           o
                 330UTILITI    Utilities                              o           o           o           o
                 340REPAIRS    Repairs and Maintenance                o           o           o           o
                 350JANITOR    Janitorial                             o
                 360FRANCHI    Franchise Fee                                                              o
                 370MANAGEM    Management Fees                        o           o           o           o
                 380PAYROLL    Payroll & Benefits                     o           o           o           o
                 390MARKETI    Advertising & Marketing                o           o           o           o
                 400PROFESS    Professional Fees                      o           o           o           o
                 410GENERAL    General and Administrative             o           o           o           o
                 420ROOMS      Room Expense - Housekeeping                                    o
                 430MEALS      Meal expense                                                   o
                 440OTHEREX    Other Expenses                                     o           o           o
                 450GROUNDR    Ground Rent                            o           o           o           o

RESRV & CAPEX    490LEASING    Leasing Commissions                    o
                 500TENANTI    Tenant Improvements                    o
                 510CAPEX      Capital Expenditures                   o           o           o           o
                 520EXCAPEX    Extraordinary Capital Expenditures     o           o           o           o
</TABLE>



DATA TYPES
------------------------------------------------------------------------------
    YTD                 Current Year - Year to Date
    AN                  Annual (prior 12 months' data...fiscal year - audited)
    TR                  Trailing 12 months' data
    UB                  Underwriting Base Line


                               STATEMENT TYPES
------------------------------------------------------------------------------
    BOR                 Borrower's Statement (as submitted)
    ADJ                 Adjustments to Borrower's Statement
    NOR                 Normalized Statement (to CMSA format)

<PAGE>

                                  ATTACHMENT B:
                       CMSA FINANCIAL FILE SPECIFICATIONS


                                              RECORD LAYOUT

Fields:    Trans ID             From CMSA Loan Setup File, Field #1
           Loan #               From CMSA Property File, Field #2
           Property Seq #       001 - 999
           YYYYMM               Financial Statement Beginning Date
           YYYYMM               Financial Statement Ending Date
           Data Type            See attached values
           Stmt Type            See attached values
           Category Code        See attached values
           Amount               Example : 999999.99 (Enter as an Absolute Value)

Key:       Trans ID
           Loan #
           Property Seq #
           YYYYMM
           Data Type            Financial Statement Ending Date
           Statement Type
           Category Code



             SAMPLE ASCII PRESENTATION (PREFERRED)
---------------------------------------------------------------
XX97D4, 12768-34,001,199901,199903,YTD,NOR,010GROSRNT,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,020VACANCY,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,030BASERNT,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,160OTHERIN,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,310RETAXES,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,320PROPINS,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,330UTILITI,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,340REPAIRS,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,350JANITOR,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,370MANAGEM,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,380PAYROLL,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,390MARKETI,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,410GENERAL,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,440OTHEREX,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,500TENANTI,999999.99
XX97D4, 12768-34,001,199901,199903,YTD,NOR,510CAPEX,  999999.99


<TABLE>

                                               SAMPLE SPREADSHEET PRESENTATION
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
TRANS ID    LOAN #      PROP #   BEGIN YYYYMM   ENDING YYYYMM   DATA TYPE   STMT TYPE     CATEGORY            AMOUNT
-----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>          <C>      <C>            <C>             <C>         <C>          <C>                 <C>
XX97D4     12768-34       001    199901            199903          YTD         NOR       010GROSRNT          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       020VACANCY          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       030BASERNT          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       160OTHERIN          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       310RETAXES          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       320PROPINS          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       330UTILITI          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       340REPAIRS          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       350JANITOR          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       370MANAGEM          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       380PAYROLL          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       390MARKETI          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       410GENERAL          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       440OTHEREX          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       500TENANTI          999999.99
XX97D4     12768-34       001    199901            199903          YTD         NOR       510CAPEX            999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       010GROSRNT          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       020VACANCY          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       030BASERNT          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       160OTHERIN          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       310RETAXES          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       320PROPINS          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       330UTILITI          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       340REPAIRS          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       350JANITOR          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       370MANAGEM          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       380PAYROLL          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       390MARKETI          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       410GENERAL          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       440OTHEREX          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       500TENANTI          999999.99
XX97D4     12768-34       002    199901            199903          YTD         NOR       510CAPEX            999999.99
</TABLE>


<PAGE>

                                    EXHIBIT Z

                          FORM OF CMSA LOAN SETUP FILE

                             CMSA "LOAN SETUP" FILE
                              (DATA RECORD LAYOUT)
                             CROSS REFERENCED AS "S"

<TABLE>
<CAPTION>
      SPECIFICATION                                                       DESCRIPTION/COMMENTS
-----------------------------        ----------------------------------------------------------------------------------------------
<S>                                  <C>
Acceptable Media Types               Magnetic Tape, Diskette, Electronic Transfer
Character Set                        ASCII
Field Delineation                    Comma
Density (Bytes-Per-Inch)             1600 or 6250
Magnetic Tape Label                  None (unlabeled)
Magnetic Tape Blocking Factor        10285 (17 records per block)
Physical Media Label                 Servicer Name; Data Type (Collection Period Data); Density (Bytes-Per-Inch); Blocking Factor;
                                     Record Length
Return Address Label                 Required for return of physical media (magnetic tape or diskette)
</TABLE>


<TABLE>
<CAPTION>
                                                  FIELD                                        FORMAT
               FIELD NAME                         NUMBER                 TYPE                  EXAMPLE
-------------------------------------------      -------               -------              --------------
<S>                                               <C>                  <C>                  <C>
Transaction Id                                      1                     AN                   XXX97001
Group Id                                            2                     AN                   XXX9701A
Loan Id                                             3                     AN                00000000012345
Prospectus Loan Id                                  4                     AN                      123
Original Note Amount                                5                  Numeric                1000000.00
Original Term Of Loan                               6                  Numeric                    240
Original Amortization Term                          7                  Numeric                    360
Original Note Rate                                  8                  Numeric                   0.095
Original Payment Rate                               9                  Numeric                   0.095
First Loan Payment Due Date                         10                    AN                   YYYYMMDD
Grace Days Allowed                                  11                 Numeric                    10
Interest Only (Y/N)                                 12                    AN                       Y
Balloon (Y/N)                                       13                    AN                       Y
Interest Rate Type                                  14                 Numeric                     1
Interest Accrual Method Code                        15                 Numeric                     1
Interest in Arrears (Y/N)                           16                    AN                       Y
Payment Type Code                                   17                 Numeric                     1
Prepayment Lock-out End Date                        18                    AN                   YYYYMMDD
Yield Maintenance End Date                          19                    AN                   YYYYMMDD
Prepayment Premium End Date                         20                    AN                   YYYYMMDD
Prepayment Terms Description                        21                    AN                     Text

ARM Index Code                                      22                    AN                       A
First Rate Adjustment Date                          23                    AN                   YYYYMMDD
First Payment Adjustment Date                       24                    AN                   YYYYMMDD
ARM Margin                                          25                 Numeric                   0.025
Lifetime Rate Cap                                   26                 Numeric                   0.15
Lifetime Rate Floor                                 27                 Numeric                   0.05
Periodic Rate Increase Limit                        28                 Numeric                   0.02
Periodic Rate Decrease Limit                        29                 Numeric                   0.02
Periodic Pay Adjustment Max-%                       30                 Numeric                   0.03
Periodic Pay Adjustment Max-$                       31                 Numeric                  5000.00
Payment Frequency                                   32                 Numeric                     1
Rate Reset Frequency                                33                 Numeric                     1
Pay Reset Frequency                                 34                 Numeric                     1
Rounding Code                                       35                 Numeric                     1
Rounding Increment                                  36                 Numeric                  0.00125
Index Look Back In Days                             37                 Numeric                    45
Negative Amortization Allowed (Y/N)                 38                    AN                       Y
Max Neg Allowed (% Of Orig Bal)                     39                 Numeric                   0.075
Maximum Negate Allowed ($)                          40                 Numeric                 25000.00
Remaining Term At Contribution                      41                 Numeric                    240
Remaining Amort Term At Contribution                42                 Numeric                    360
Maturity Date At Contribution                       43                    AN                   YYYYMMDD
Scheduled Principal Balance At Contribution         44                 Numeric                1000000.00
Note Rate At Contribution                           45                 Numeric                  0.095
Servicer And Trustee Fee Rate                       46                 Numeric                  0.00025
Fee Rate / Strip Rate 1                             47                 Numeric                  0.00001
Fee Rate / Strip Rate 2                             48                 Numeric                  0.00001
Fee Rate / Strip Rate 3                             49                 Numeric                  0.00001
Fee Rate / Strip Rate 4                             50                 Numeric                  0.00001
Fee Rate / Strip Rate 5                             51                 Numeric                  0.00001
Net Rate At Contribution                            52                 Numeric                  0.0947
Periodic P&I Payment At Contribution                53                 Numeric                  3000.00
# Of Properties at Contribution                     54                 Numeric                    13
Property Name                                       55                    AN                     Text
Property Address                                    56                    AN                     Text
Property City                                       57                    AN                     Text
Property State                                      58                    AN                     Text
Property Zip Code                                   59                    AN                     Text
Property County                                     60                    AN                     Text
Property Type Code                                  61                    AN                      MF
Net Square Feet At Contribution                     62                 Numeric                   25000
# Of Units/Beds/Rooms At Contribution               63                 Numeric                    75
Year Built                                          64                    AN                     YYYY
NOI At Contribution                                 65                 Numeric                 100000.00
DSCR (NOI) At Contribution                          66                 Numeric                   2.11
Appraisal Value At Contribution                     67                 Numeric                1000000.00
Appraisal Date At Contribution                      68                    AN                   YYYYMMDD
Physical Occupancy At Contribution                  69                 Numeric                   0.88
Revenue At Contribution                             70                 Numeric                 100000.00
Operating Expenses At Contribution                  71                 Numeric                 100000.00
Contribution Financials As Of Date                  72                    AN                   YYYYMMDD
Recourse (Y/N)                                      73                    AN                       Y
Ground Lease (Y/S/N)                                74                    AN                       Y
Cross-Collateralized Loan Grouping                  75                    AN                     Text
Collection Of Escrows (Y/N)                         76                    AN                       Y
Collection Of Other Reserves (Y/N)                  77                    AN                       Y
Lien Position At Contribution                       78                 Numeric                     1
Hyper Amortizing Begin Date                         79                    AN                   YYYYMMDD
Defeasance Option Start Date                        80                    AN                   YYYYMMDD
Defeasance Option End Date                          81                    AN                   YYYYMMDD
Last Setup Change Date                              82                    AN                   YYYYMMDD
NCF At Contribution                                 83                 Numeric                 100000.00
DSCR (NCF) At Contribution                          84                 Numeric                   2.11
DSCR Indicator at Contribution                      85                    AN                     Text
Loan Contributor to Securitization                  86                    AN                     Text
Credit Tenant Lease                                 87                    AN                       Y
</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>

               FIELD NAME                                                       DESCRIPTION/COMMENTS
-------------------------------------------         -------------------------------------------------------------------------------
<S>                                                 <C>
Transaction Id                                      Unique Issue Identification Mnemonic
Group Id                                            Unique Indentification Number Assigned To Each Loan Group Within An Issue
Loan Id                                             Unique Servicer Loan Number Assigned To Each Collateral Item In A Pool
Prospectus Loan Id                                  Unique Identification Number Assigned To Each Collateral Item In The Prospectus
Original Note Amount                                The Mortgage Loan Balance At Inception Of The Note
Original Term Of Loan                               Original Number Of Months Until Maturity Of Loan
Original Amortization Term                          Original Number Of Months Loan Amortized Over
Original Note Rate                                  The Note Rate At Inception Of The Note
Original Payment Rate                               Original Rate Payment Calculated On
First Loan Payment Due Date                         First Payment Date On The Mortgage Loan
Grace Days Allowed                                  Number Of Days From Due Date Borrower Is Permitted To Remit Payment
Interest Only (Y/N)                                 Y=Yes,  N=No
Balloon (Y/N)                                       Y=Yes,  N=No
Interest Rate Type                                  1=Fixed, 2=Arm, 3=Step, 9=Other
Interest Accrual Method Code                        1=30/360, 2=Actual/365, 3=Actual/360, 4=Actual/Actual, 5=Actual/366, 6=Simple,
                                                    7=78's
Interest in Arrears (Y/N)                           Y=Yes,  N=No
Payment Type Code                                   See Payment Type Code Legend
Prepayment Lock-out End Date                        Date After Which Loan Can Be Prepaid
Yield Maintenance End Date                          Date After Which Loan Can Be Prepaid Without Yield Maintenance
Prepayment Premium End Date                         Date After Which Loan Can Be Prepaid Without Penalty
Prepayment Terms Description                        Should reflect the information in Annex A or use the format of  LO(36), YM(28),
                                                    7(12), O(3).  If manually derived, the Cutoff Date should be the start date for
                                                    period counting.
ARM Index Code                                      See Arm Index Code Legend
First Rate Adjustment Date                          Date Note Rate Originally Changed
First Payment Adjustment Date                       Date Payment Originally Changed
ARM Margin                                          Rate Added To Index Used In The Determination Of The Gross Interest Rate
Lifetime Rate Cap                                   Maximum Rate That The Borrower Must Pay On An Arm Loan Per The Loan Agreement
Lifetime Rate Floor                                 Minimum Rate That The Borrower Must Pay On An Arm Loan Per The Loan Agreement
Periodic Rate Increase Limit                        Maximum Periodic Increase To The Note Rate Allowed Per The Loan Agreement
Periodic Rate Decrease Limit                        Minimum Periodic Decrease To The Note Rate Allowed Per The Loan Agreement
Periodic Pay Adjustment Max-%                       Max Periodic % Increase To The P&I Payment Allowed Per The Loan Agreement
Periodic Pay Adjustment Max-$                       Max Periodic Dollar Increase To The P&I Payment Allowed Per The Loan Agreement
Payment Frequency                                   1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually...
Rate Reset Frequency                                1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually, 365=Daily
Pay Reset Frequency                                 1=Monthly, 3=Quarterly, 6=Semi-Annually, 12=Annually, 365=Daily
Rounding Code                                       Rounding Method For Sum Of Index Plus Margin (See Rounding Code Legend)
Rounding Increment                                  Used In Conjunction With Rounding Code
Index Look Back In Days                             Use Index In Effect X Days Prior To Adjustment Date
Negative Amortization Allowed (Y/N)                 Y=Yes,  N=No
Max Neg Allowed (% Of Orig Bal)                     Max Lifetime % Increase to the Original Balance Allowed Per The Loan Agreement
Maximum Negate Allowed ($)                          Max Lifetime Dollar Increase to the Original Balance Allowed Per The Loan
                                                    Agreement
Remaining Term At Contribution                      Remaining Number Of Months Until Maturity Of Loan At Cutoff
Remaining Amort Term At Contribution                Remaining Number Of Months Loan Amortized Over At Cutoff
Maturity Date At Contribution                       The Scheduled Maturity Date Of The Mortgage Loan At Contribution
Scheduled Principal Balance At Contribution         The Scheduled Principal Balance Of The Mortgage Loan At Contribution
Note Rate At Contribution                           Cutoff Annualized Gross Interest Rate Applicable To The Calculation Of
                                                    Scheduled Interest
Servicer And Trustee Fee Rate                       Cutoff Annualized Fee Paid To The Servicer And Trustee
Fee Rate / Strip Rate 1                             Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Fee Rate / Strip Rate 2                             Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Fee Rate / Strip Rate 3                             Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Fee Rate / Strip Rate 4                             Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Fee Rate / Strip Rate 5                             Cutoff Annualized Fee/Strip Netted Against Current Note Rate = Net Rate
Net Rate At Contribution                            Cutoff Annualized Interest Rate Applicable To The Calculation Of Remittance
                                                    Interest
Periodic P&I Payment At Contribution                The Periodic Scheduled Principal & Interest Payment at Contribution
# Of Properties at Contribution                     L86 - The Number Of Properties Underlying The Mortgage Loan
Property Name                                       P7 - If Multiple properties print "Various"
Property Address                                    P8 - If Multiple properties print "Various"
Property City                                       P9 - If Multiple properties have the same city then print the city, otherwise
                                                    print "Various".  Missing information print "Incomplete"
Property State                                      P10 - If Multiple properties have the same state then print the state,
                                                    otherwise print "XX" to represent various. Missing information print "ZZ"
Property Zip Code                                   P11 - If Multiple properties have the same zip code then print the zip code,
                                                    otherwise print "Various". Missing information print "Incomplete"
Property County                                     P12 - If Multiple properties have the same county then print the county,
                                                    otherwise print "Various". Missing information print "Incomplete"
Property Type Code                                  P13 -  If Multiple properties have the same property type code then print the
                                                    property code, otherwise print "XX" to represent various.  Missing information
                                                    print "ZZ"
Net Square Feet At Contribution                     P16 - For Multiple properties, if all the same Property Type, sum the values,
                                                    if missing any leave empty
# Of Units/Beds/Rooms At Contribution               P17 - For Multiple properties, if all the same Property Type, sum the values,
                                                    if missing any leave empty
Year Built                                          P14 - If Multiple properties have the same Year Built then print Year Built
                                                    else leave empty
NOI At Contribution                                 P47 - If Multiple properties sum the values, if missing any then populate using
                                                    the "DSCR Indicator Legend" rule.   Should match the prospectus if available.
DSCR (NOI) At Contribution                          P48 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
                                                    DSCR At Contribution using NOI.   Should match the prospectus if available.
Appraisal Value At Contribution                     P49 -  If Multiple properties sum the values , if missing any then leave empty
Appraisal Date At Contribution                      P50 - If Multiple properties and all the same then print the date, if missing
                                                    any then leave empty
Physical Occupancy At Contribution                  P51 -  If Multiple properties, Use weighted average by using the calculation [
                                                    Current Allocated % (Prop) * Occupancy (Oper) ] for each Property, if missing
                                                    one then leave empty
Revenue At Contribution                             P45 -  If Multiple properties then sum the value, if missing any then populate
                                                    using the "DSCR Indicator Legend" rule. Should match the prospectus if
                                                    available.
Operating Expenses At Contribution                  P46 -  If Multiple properties then sum the value, if missing any then populate
                                                    using the "DSCR Indicator Legend" rule.   Should match the prospectus if
                                                    available.
Contribution Financials As Of Date                  P44 - If Multiple properties and all the same then print the date, if missing
                                                    any then leave empty
Recourse (Y/N)                                      Y=Yes,  N=No
Ground Lease (Y/S/N)                                Y=Yes, S=Subordinate, N= No ground lease, P22 - If Multiple properties and any
                                                    one property is "Y" or "S" print  "Y"
Cross-Collateralized Loan Grouping                  P6 - All Loans With The Same Value Are Crossed, For example : "X02-1" would be
                                                    populated in this field for all related loans, "X02-2" would be populated for
                                                    the next group of related loans.
Collection Of Escrows (Y/N)                         Y=Yes,  N=No  -  Referring to Taxes and Insurance
Collection Of Other Reserves (Y/N)                  Y=Yes,  N=No -  Referring to Reserves other than Taxes and Insurance.  If any
                                                    property has a value > 0 in P23,  this field should be "Y"
Lien Position At Contribution                       1=First, 2=Second...
Hyper Amortizing Begin Date                         L81 - Date used to track Anticipated Repayment Date Loans
Defeasance Option Start Date                        Date loan can start defeasance
Defeasance Option End Date                          Date that defeasance ends
Last Setup Change Date                              L83 - Distribution Date that the information was last changed by loan
NCF At Contribution                                 P76 - If Multiple properties sum the values, if missing any then populate using
                                                    the "DSCR Indicator Legend" rule.  Net Cash Flow At Contribution.   Should
                                                    match the prospectus if available.
DSCR (NCF) At Contribution                          P77 - If Multiple properties populate using the "DSCR Indicator Legend" rule.
                                                    DSCR At Contribution using NCF to calculate.  Should match the prospectus if
                                                    available.
DSCR Indicator at Contribution                      Flag used to explain how the DSCR was calculated when there are multiple
                                                    properties.  See DSCR Indicator Legend.
Loan Contributor to Securitization                  Name of entity ultimately responsible for the reps and warranties of the loan
                                                    contributed
Credit Tenant Lease                                 L101 - Y=Yes,  N=No
</TABLE>

<PAGE>

                                          ROUNDING CODE
                                             LEGEND
-------------------------------------------------------------------------------
1                       Unrounded
2                       Nearest Percentage Increment
3                       Up To Nearest Percentage Increment
4                       Down To Nearest Percentage Increment



                                       PROPERTY TYPES CODE
                                             LEGEND
-------------------------------------------------------------------------------
MF                      Multifamily
RT                      Retail
HC                      Health Care
IN                      Industrial
WH                      Warehouse
MH                      Mobile Home Park
OF                      Office
MU                      Mixed Use
LO                      Lodging
SS                      Self Storage
OT                      Other
SE                      Securities



                                        ARM INDEX CODE
                                            LEGEND
-------------------------------------------------------------------------------
A                       11 FHLB COFI  (1 Month)
B                       11 FHLB COFI  (6 Month)
C                       1 Year CMT Weekly Average Treasury
D                       3 Year CMT Weekly Average Treasury
E                       5 Year CMT Weekly Average Treasury
F                       Wall Street Journal Prime Rate
G                       1 Month LIBOR
H                       3 Month LIBOR
I                       6 Month LIBOR
J                       National Mortgage Index Rate
                        All Others Use Short Text Description



                                     PAYMENT TYPE CODE
                                            LEGEND
-------------------------------------------------------------------------------
 1                      Fully Amortizing
 2                      Amortizing Balloon
 3                      Interest Only /Balloon
 4                      Interest Only /Amortizing
 5                      Interest Only /Amortizing / Balloon
 6                      Principal Only
 7                      Hyper-Amortization
 9                      Other



DSCR INDICATOR
    LEGEND
-------------------------------------------------------------------------------
         P              Partial - Not all properties received financials,
                        servicer to leave empty
         A              Average - Not all properties received financials,
                        servicer allocates Debt Service only to properties
                        where financials are received.
         F              Full - All Statements Collected for all properties
         W              Worst Case - Not all properties received
                        financials, servicer allocates 100% of Debt Service to
                        all properties where financials are received.
         N              None Collected - no financials were received
         C              Consolidated-All properties reported on 1 "rolled up"
                        financial from the borrower

<PAGE>

                                   EXHIBIT AA

                            INITIAL COMPANION HOLDERS

     Wachovia Bank, National Association shall be the Initial Companion Holder
of the Wachovia Companion Loan. Greenwich Financial Products, Inc. shall be the
Initial Companion Holder of the Greenwich Companion Loan.

<PAGE>

                                   EXHIBIT BB

                       CLASS IO-II REFERENCE RATE SCHEDULE

<TABLE>
<CAPTION>
INTEREST ACCRUAL PERIOD   DISTRIBUTION DATE     CLASS IO-II REFERENCE RATE   INTEREST ACCRUAL PERIOD     DISTRIBUTION DATE
-----------------------   -----------------     --------------------------   -----------------------     -----------------
<S>                       <C>                   <C>                          <C>                         <C>
1                             6/15/02                  7.49654%                        43                    12/15/05
2                             7/15/02                  7.25382%                        44                     1/15/06
3                             8/15/02                  7.49647%                        45                     2/15/06
4                             9/15/02                  7.49644%                        46                     3/15/06
5                            10/15/02                  7.25372%                        47                     4/15/06
6                            11/15/02                  7.49637%                        48                     5/15/06
7                            12/15/02                  7.25364%                        49                     6/15/06
8                             1/15/03                  7.25360%                        50                     7/15/06
9                             2/15/03                  7.25357%                        51                     8/15/06
10                            3/15/03                  7.25407%                        52                     9/15/06
11                            4/15/03                  7.49617%                        53                    10/15/06
12                            5/15/03                  7.25345%                        54                    11/15/06
13                            6/15/03                  7.49611%                        55                    12/15/06
14                            7/15/03                  7.25339%                        56                     1/15/07
15                            8/15/03                  7.49605%                        57                     2/15/07
16                            9/15/03                  7.49602%                        58                     3/15/07
17                           10/15/03                  7.25329%                        59                     4/15/07
18                           11/15/03                  7.49596%                        60                     5/15/07
19                           12/15/03                  7.25323%                        61                     6/15/07
20                            1/15/04                  7.49590%                        62                     7/15/07
21                            2/15/04                  7.25316%                        63                     8/15/07
22                            3/15/04                  7.25333%                        64                     9/15/07
23                            4/15/04                  7.49580%                        65                    10/15/07
24                            5/15/04                  7.25306%                        66                    11/15/07
25                            6/15/04                  7.49574%                        67                    12/15/07
26                            7/15/04                  7.25299%                        68                     1/15/08
27                            8/15/04                  7.49567%                        69                     2/15/08
28                            9/15/04                  7.49564%                        70                     3/15/08
29                           10/15/04                  7.25289%                        71                     4/15/08
30                           11/15/04                  7.49558%                        72                     5/15/08
31                           12/15/04                  7.25282%                        73                     6/15/08
32                            1/15/05                  7.25278%                        74                     7/15/08
33                            2/15/05                  7.25275%                        75                     8/15/08
34                            3/15/05                  7.25338%                        76                     9/15/08
35                            4/15/05                  7.49539%                        77                    10/15/08
36                            5/15/05                  7.25263%                        78                    11/15/08
37                            6/15/05                  7.49532%                        79                    12/15/08
38                            7/15/05                  7.25255%                        80                     1/15/09
39                            8/15/05                  7.49524%                        81                     2/15/09
40                            9/15/05                  7.49521%                        82                     3/15/09
41                           10/15/05                  7.25243%                        83                     4/15/09
42                           11/15/05                  7.49513%                        84                     5/15/09
</TABLE>

[TABLE CONTINUED]

<TABLE>
<CAPTION>
INTEREST ACCRUAL PERIOD     CLASS IO-II REFERENCE RATE
-----------------------     --------------------------
<S>                                <C>
1                                  7.25235%
2                                  7.25231%
3                                  7.25227%
4                                  7.25296%
5                                  7.49492%
6                                  7.25213%
7                                  7.49483%
8                                  7.25204%
9                                  7.49475%
10                                 7.49470%
11                                 7.25190%
12                                 7.49461%
13                                 7.25181%
14                                 7.22975%
15                                 7.23089%
16                                 7.23268%
17                                 7.48469%
18                                 7.24389%
19                                 7.48538%
20                                 7.24296%
21                                 7.48527%
22                                 7.48521%
23                                 7.24279%
24                                 7.48510%
25                                 7.24267%
26                                 7.48498%
27                                 7.24255%
28                                 7.24279%
29                                 7.48480%
30                                 7.24235%
31                                 7.48468%
32                                 7.24222%
33                                 7.48410%
34                                 7.48358%
35                                 7.24083%
36                                 7.48299%
37                                 7.23997%
38                                 7.23991%
39                                 7.23984%
40                                 7.24078%
41                                 7.48205%
42                                 7.23963%
</TABLE>

<PAGE>

                                   EXHIBIT CC

                         FORM OF PURCHASE OPTION NOTICE
                            PURSUANT TO SECTION 3.18



                                     [Date]


Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention:  Corporate Trust Services (CMBS) Wachovia Bank
            Commercial Mortgage Pass-Through Certificates, Series 2002-C1

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 2002-C1

     Re:  Wachovia Bank Commercial Mortgage Trust,
          Commercial Mortgage Pass-Through Certificates, Series 2002-C1

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 May 11, 2002, by and among
Wachovia Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank
Minnesota, N.A., as trustee, Lennar Partners, Inc., as special servicer, and
Wachovia Bank, National Association, as master servicer. Capitalized terms used
herein and not otherwise defined shall have the meaning set forth in the Pooling
and Servicing Agreement.

     The undersigned Option Holder [is the Special Servicer] [is the Majority
Subordinate Certificateholder] [acquired its Purchase Option from the [Special
Servicer] [Majority Subordinate Certificateholder] on _________].

     The undersigned Option Holder is exercising its Purchase Option at the cash
price of $______________, which amount equals or exceeds the Option Price, as
defined in Section 3.18(c) of the Pooling and Servicing Agreement. Within ten
(10) Business Days of the date hereof, [the undersigned Option Holder]
[______________, an Affiliate of the undersigned Option Holder] will deliver the
Option Price to or at the direction of the Special Servicer in exchange for the
release of the Mortgage Loan, the related Mortgaged Property and delivery of the
related Mortgage Loan File.

     The undersigned Option Holder agrees that it shall prepare and provide the
Special Servicer with such instruments of transfer or assignment, in each case
without recourse, as shall be reasonably necessary to vest in it or its designee
the ownership of Mortgage Loan ____, together with such other documents or
instruments as the Special Servicer shall reasonably require to consummate the
purchase contemplated hereby.

     The undersigned Option Holder acknowledges and agrees that its exercise of
its Purchase Option Notice may not be revoked and that the undersigned Option
Holder, or its designee, shall be obligated to close its purchase of Mortgage
Loan ___ in accordance with the terms and conditions of this letter and Section
3.18 of the Pooling and Servicing Agreement.

                                             Very truly yours,


                                             [Option Holder]



                                             By:________________________________
                                                Name:
                                                Title:

     [By signing this letter in the space provided below, the [Special Servicer]
[Majority Subordinate Certificateholder] hereby acknowledges and affirms that it
transferred its Purchase Option to the Option Holder identified above on
[_________].


[_______________________]


By:
Name:
Title:

<PAGE>

                                   EXHIBIT DD

                                     FORM OF
                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

      To:     Standard & Poor's Ratings Services
              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 May 11, 2002
              (the "Pooling and Servicing Agreement"), among the
              Master Servicer, Wells Fargo Bank Minnesota, N.A., as
              Trustee, and others.

      Date:   _________, 20___

      Re:     Wachovia Bank Commercial Mortgage Trust,
              Commercial Mortgage Pass-Through Certificates
              Series 2002-C1

              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;

     (b) Certify that each of the following is true, subject to those exceptions
set forth with explanatory notes on Exhibit A hereto, which exceptions the
Master Servicer has determined, consistent with the Servicing Standard, will
have no material adverse effect on the Mortgage Loan or the defeasance
transaction:

          (i) The Mortgage Loan documents permit the defeasance, and the terms
     and conditions for defeasance specified therein were satisfied in all
     material respects in completing the defeasance.

          (ii) The defeasance was consummated on __________, 20__.

          (iii) The defeasance collateral consists of securities that (i)
     constitute "government securities" as defined in Section 2(a)(16) of the
     Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed
     as "Qualified Investments for `AAA' Financings" under Paragraphs 1, 2 or 3
     of "Cash Flow Approach" in Standard & Poor's Public Finance Criteria 2000,
     as amended to the date of the defeasance, (iii) are rated `AAA' by S&P,
     (iv) if they include a principal obligation, the principal due at maturity
     cannot vary or change, and (v) are not subject to prepayment, call or early
     redemption.

          (iv) The Master Servicer received an opinion of counsel (from counsel
     approved by Master Servicer in accordance with the Servicing Standard) that
     the defeasance will not result in an Adverse REMIC Event.

          (v) The Master Servicer determined that the defeasance collateral will
     be owned by an entity (the "Defeasance Obligor") that is a Single-Purpose
     Entity (as defined in Standard & Poor's Structured Finance Ratings Real
     Estate Finance Criteria, as amended to the date of the defeasance (the "S&P
     Criteria")) as of the date of the defeasance, and after the defeasance owns
     no assets other than the defeasance collateral and real property securing
     Mortgage Loans included in the pool.

          (vi) The Master Servicer received written confirmation of the
     crediting of the defeasance collateral to an Eligible Account (as defined
     in the S&P Criteria) in the name of the Defeasance Obligor, which account
     is maintained as a securities account by a securities intermediary and has
     been pledged to the Trustee.

          (vii) The agreements executed in connection with the defeasance (i)
     grant control of the pledged securities account to Trustee, (ii) require
     the securities intermediary to make the scheduled payments on the Mortgage
     Loan from the proceeds of the defeasance collateral directly to the
     Servicer's collection account in the amounts and on the dates specified in
     the Mortgage Loan documents or, in a partial defeasance, the portion of
     such scheduled payments attributed to the allocated loan amount for the
     real property defeased, increased by any defeasance premium specified in
     the Mortgage Loan documents (the "Scheduled Payments"), (iii) permit
     reinvestment of proceeds of the defeasance collateral only in Permitted
     Investments (as defined in the S&P Criteria), (iv) permit release of
     surplus defeasance collateral and earnings on reinvestment from the pledged
     securities account only after the Mortgage Loan has been paid in full, if
     any such release is permitted, (v) prohibit transfers by the Defeasance
     Obligor of the 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 $20,000,000 and five percent of pool balance,
     which is less than 5% 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.

     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: